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As filed with the Securities and Exchange Commission on April 5, 2019

Registration No. 333-        


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MILLENDO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
  45-1472564
(I.R.S. Employer Identification Number)

301 North Main Street, Suite 100
Ann Arbor, Michigan 48104
(734) 845-9000

(Address, including zip code, and telephone number, including area code of registrant's principal executive offices)



Julia C. Owens, Ph.D.
President, Chief Executive Officer and Director
Millendo Therapeutics, Inc.
301 North Main Street, Suite 100
Ann Arbor, Michigan 48104
(734) 845-9000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Nicole Brookshire
Miguel J. Vega
Daniel I. Goldberg
Cooley LLP
500 Boylston Street, 14th Floor
Boston, MA 02116
(617) 937-2300



From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)



             If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

             If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

             If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

             If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    o

             If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

             Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company ý

Emerging growth company o

             If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.    o



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
Registered

  Proposed Maximum
Offering Price per Unit

  Proposed Maximum
Aggregate Offering Price

  Amount of
Registration Fee(1)

 

Common Stock, par value $0.001 per share

  (2)   (3)   (3)  
 

Preferred Stock, par value $0.001 per share

  (2)   (3)   (3)  
 

Debt Securities

  (2)   (3)   (3)  
 

Warrants

  (2)   (3)   (3)  
 

Total

  (2)       $200,000,000.00   $24,240.00

 

(1)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.

(2)
There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $200,000,000.00. If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in such greater amount as shall result in an aggregate initial offering price not to exceed $200,000,000.00, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the anti-dilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(3)
The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act.



             The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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EXPLANATORY NOTE

        This registration statement contains:

        The base prospectus immediately follows this explanatory note. The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The equity distribution agreement prospectus immediately follows the base prospectus. The $50,000,000 of common stock that may be offered, issued and sold by the registrant under the equity distribution agreement prospectus is included in the $200,000,000 of securities that may be offered, issued and sold by the registrant under the base prospectus.


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The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting offers to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 5, 2019

PROSPECTUS

LOGO

$200,000,000

Common Stock

Preferred Stock

Debt Securities

Warrants

        From time to time, we may offer up to $200,000,000 of any combination of the securities described in this prospectus in one or more offerings. We may also offer securities as may be issuable upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including any applicable anti-dilution provisions.

        This prospectus provides a general description of the securities we may offer. Each time we offer securities, we will provide specific terms of the securities offered in a supplement to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before you invest in any of the securities being offered.

        This prospectus may not be used to consummate a sale of any securities unless accompanied by a prospectus supplement.

        Our common stock is traded on the Nasdaq Capital Market under the symbol "MLND." On April 2, 2019, the last reported sale price of our common stock was $16.18 per share. The applicable prospectus supplement will contain information, where applicable, as to any other listing on the Nasdaq Capital Market or any securities market or other exchange of the securities, if any, covered by the prospectus supplement.

        We will sell these securities directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution" in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts or over-allotment options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.



        Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus as described on page 5 of this prospectus.



        NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



   

The date of this prospectus is                        , 2019.


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ABOUT THIS PROSPECTUS

    i  

SUMMARY

   
1
 

RISK FACTORS

   
5
 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

   
5
 

USE OF PROCEEDS

   
7
 

DESCRIPTION OF CAPITAL STOCK

   
8
 

DESCRIPTION OF DEBT SECURITIES

   
13
 

DESCRIPTION OF WARRANTS

   
20
 

LEGAL OWNERSHIP OF SECURITIES

   
23
 

PLAN OF DISTRIBUTION

   
27
 

LEGAL MATTERS

   
29
 

EXPERTS

   
29
 

WHERE YOU CAN FIND MORE INFORMATION

   
29
 

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

   
30
 

INDEX TO FINANCIAL STATEMENTS OF ALIZÉ PHARMA SAS

   
F-1
 

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ABOUT THIS PROSPECTUS

        This prospectus is a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or SEC, utilizing a "shelf" registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $200,000,000. This prospectus provides you with a general description of the securities we may offer.

        Each time we sell securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in any documents that we have incorporated by reference into this prospectus. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described under the heading "Incorporation of Certain Information by Reference," before investing in any of the securities offered.

        THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

        Neither we, nor any agent, underwriter or dealer has authorized any person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus prepared by or on behalf of us or to which we have referred you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus, any applicable supplement to this prospectus or any related free writing prospectus constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

        You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus, any applicable prospectus supplement or any related free writing prospectus is delivered, or securities are sold, on a later date.

        This prospectus and the information incorporated herein by reference contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading "Where You Can Find More Information."

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SUMMARY

        This summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our securities discussed under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

        Unless the context indicates otherwise, as used in this prospectus, unless the context otherwise requires, references to "we," "us," "our," "the company" and "Millendo Therapeutics" refer to Millendo Therapeutics, Inc, formerly known as "OvaScience, Inc.", and its subsidiaries. We own various U.S. federal trademark applications and unregistered trademarks, including our company name. All other trademarks or trade names referred to in this prospectus are the property of their respective owners. Solely for convenience, the trademarks and trade names in this prospectus are referred to without the symbols ® and ™, but such references should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.


Company Overview

        We are a late-stage biopharmaceutical company focused on developing novel treatments for orphan endocrine diseases where current therapies do not exist or are insufficient. The endocrine system is a collection of glands that secrete hormones into the blood stream to regulate a number of functions, including appetite, metabolism, growth, development and reproduction. Diseases of the endocrine system can cause multiple and varied symptoms, including appetite dysregulation, metabolic dysfunction, obesity, cardiovascular disease, menstrual irregularity, hirsutism, and infertility.

        We are currently advancing two product candidates to treat three indications. Our most advanced product candidate, livoletide (AZP-531), is a potential treatment for Prader-Willi syndrome, or PWS, a rare and complex genetic endocrine disease characterized by hyperphagia, or insatiable hunger, that contributes to serious complications, a significant burden on patients and caregivers and early mortality. In a randomized, double-blind, placebo-controlled Phase 2 clinical trial in 47 patients with PWS, we observed that administration of livoletide once daily was associated with a clinically meaningful improvement in hyperphagia, as well as a reduction in appetite. In a pre-specified analysis of 38 home-resident PWS patients from the Phase 2 trial, we observed a larger and statistically significant decrease in hyperphagia following administration of livoletide as compared to placebo. In March 2019, we announced that we initiated a pivotal Phase 2b/3 clinical trial of livoletide in PWS patients, with topline results from the Phase 2b portion of the study expected in the first half of 2020.

        We are also developing nevanimibe (ATR-101) with a primary focus on treating patients with classic congenital adrenal hyperplasia, or CAH, a rare, monogenic adrenal disease that requires lifelong treatment with exogenous cortisol, often at high doses. These chronic high doses of cortisol can result in side effects that include diabetes, obesity, hypertension and psychological problems. When on suboptimal doses of cortisol, female CAH patients can experience hirsutism, infertility and menstrual irregularity, and male CAH patients can experience infertility and testicular tumors, making it difficult for physicians to appropriately treat CAH without causing adverse consequences. We reported results from our Phase 2 clinical trial of nevanimibe in patients with CAH in March 2018 and initiated a Phase 2b trial in the third quarter of 2018, with results expected in the first half of 2020. We are also investigating nevanimibe in a Phase 2 clinical trial for the treatment of patients with endogenous Cushing's syndrome, or CS, a rare endocrine disease characterized by excessive cortisol production from the adrenal glands.

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Corporate Information

        We were incorporated under the laws of the State of Delaware in April 2011 under the name "Ovastem, Inc." and changed our name to "OvaScience, Inc." ("OvaScience") in May 2011. On December 7, 2018, we completed a reverse merger with what was then known as "Millendo Therapeutics, Inc." ("Private Millendo") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of August 8, 2018, as amended on September 25, 2018 and November 1, 2018 (the "Merger Agreement"), by and among us, Private Millendo and Orion Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of OvaScience ("Merger Sub"), pursuant to which, among other matters, Merger Sub merged with and into Private Millendo, with Private Millendo continuing as a wholly owned subsidiary of OvaScience and the surviving corporation of the merger (the "Merger"). On December 6, 2018, in connection with, and prior to the completion of, the Merger, we effected a 1-for-15 reverse stock split of our common stock (the "Reverse Stock Split"), and immediately following the Merger, we changed our name from "OvaScience, Inc." to "Millendo Therapeutics, Inc." Following the completion of the Merger, the business conducted by us became primarily the business conducted by Private Millendo, which is a biopharmaceutical company focused on developing novel treatments for orphan endocrine diseases. Our principal executive offices are located at 301 North Main Street, Suite 100, Ann Arbor, Michigan 48104, and our telephone number is (734) 845-9000. Our website is located at http://www.millendo.com. We do not incorporate by reference into this prospectus the information on, or accessible through, our website, and you should not consider it as part of this prospectus.


The Securities We May Offer

        We may offer shares of our common stock and preferred stock, various series of debt securities and warrants to purchase any of such securities, up to a total aggregate offering price of $200,000,000 from time to time in one or more offerings under this prospectus, together with any applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by market conditions at the time of the relevant offering. This prospectus provides you with a general description of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

    designation or classification;

    aggregate principal amount or aggregate offering price;

    maturity;

    original issue discount, if any;

    rates and times of payment of interest or dividends, if any;

    redemption, conversion, exchange or sinking fund terms, if any;

    conversion or exchange prices or rates, if any, and, if applicable, any provisions for changes to or adjustments in the conversion or exchange prices or rates and in the securities or other property receivable upon conversion or exchange;

    ranking;

    restrictive covenants, if any;

    voting or other rights, if any; and

    important U.S. federal income tax considerations.

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        The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of the registration statement of which this prospectus is a part.

        This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

        We may sell the securities directly to investors or through underwriters, dealers or agents. We, and our underwriters or agents, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through underwriters or agents, we will include in the applicable prospectus supplement:

    the names of those underwriters or agents;

    applicable fees, discounts and commissions to be paid to them;

    details regarding over-allotment options, if any; and

    the estimated net proceeds to us.

        Common Stock.    We may issue shares of our common stock from time to time. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

        In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

        Preferred Stock.    We may issue shares of our preferred stock from time to time, in one or more series. Under our restated certificate of incorporation, as amended, or restated certificate, our board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this prospectus, no shares of our preferred stock were outstanding or designated. You should refer to our restated certificate and our third amended and restated by-laws, or restated by-laws, both of which are included as exhibits to the registration statement of which this prospectus is a part.

        Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of our company before any payment is made to the holders of shares of our common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of

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incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock.

        If we offer a specific series of preferred stock under this prospectus, we will describe the terms of the preferred stock in the prospectus supplement for such offering and will file a copy of the restated certificate establishing the terms of the preferred stock with the SEC. We urge you to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series of preferred stock.

        Debt Securities.    We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock or preferred stock. Conversion may be mandatory or at the holder's option and would be at prescribed conversion rates.

        The debt securities will be issued under one or more documents called indentures, which are contracts between us and a national banking association or other eligible party, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series of debt securities being offered, as well as the complete indentures that contain the terms of the debt securities. A form of indenture has been filed as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

        Warrants.    We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the warrants may be attached to or separate from these securities. In this prospectus, we have summarized certain general features of the warrants. We urge you, however, to read the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the particular series of warrants being offered, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants. Forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental warrant agreements and forms of warrant certificates will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

        We will evidence each series of warrants by warrant certificates that we will issue. Warrants may be issued under an applicable warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant agent, if applicable, in the prospectus supplement relating to the particular series of warrants being offered.

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RISK FACTORS

        Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in our Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequently filed periodic reports and other documents that are incorporated by reference into this prospectus, before deciding whether to purchase any of the securities being registered pursuant to the registration statement of which this prospectus is a part. Each of the risk factors described in the documents referenced above could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Additional risks not presently known to us or that we currently believe are immaterial may also significantly impair our business operations.


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference herein contain forward-looking statements. These are based on our management's current beliefs, expectations and assumptions about future events, conditions and results and on information currently available to us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled "Business," "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the documents incorporated by reference herein.

        Any statements in this prospectus, or incorporated herein, about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. Within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, these forward-looking statements include statements regarding:

        In some cases, you can identify forward-looking statements by the words "may," "might," "can," "will," "to be," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "likely," "continue" and "ongoing," or the

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negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.

        You should refer to the "Risk Factors" section contained in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this prospectus, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. Given these risks, uncertainties and other factors, many of which are beyond our control, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate, and you should not place undue reliance on these forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

        Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the future.

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USE OF PROCEEDS

        We will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. Except as described in any applicable prospectus supplement or in any free writing prospectuses that we may authorize to be provided to you in connection with a specific offering, we currently intend to use the net proceeds from the sale of the securities offered hereby for working capital, capital expenditures and general corporate purposes. We may also use a portion of the net proceeds to invest in or acquire businesses or technologies that we believe are complementary to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of this prospectus. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds received from the sale of any securities sold pursuant to the prospectus supplement or free writing prospectus. Pending these uses, we intend to invest the net proceeds in investment-grade, interest-bearing securities.

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DESCRIPTION OF CAPITAL STOCK

        The following description of our capital stock and provisions of our restated certificate of incorporation, as amended, or restated certificate, and amended and restated by-laws are summaries. You should also refer to the restated certificate and the amended and restated by-laws, which are filed as exhibits to the registration statement of which this prospectus is part.

General

        Our restated certificate authorizes us to issue up to 100,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value per share, all of which shares of preferred stock are undesignated. Our board of directors may establish the rights and preferences of the preferred stock from time to time. As of December 31, 2018, we had outstanding 13,357,999 shares of common stock and no shares of preferred stock outstanding.

Common Stock

        Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

        In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Registration Rights

        We and certain holders of shares of our common stock have entered into an investors' rights agreement, as amended, or the IRA. The registration rights provisions of this agreement provide those holders with demand, piggyback and Form S-3 registration rights with respect to the shares of common stock currently held by them that qualify as "registrable securities" as defined in the IRA.

Demand Registration Rights

        Subject to certain conditions set forth in the IRA, if we receive a written request from the holders of at least 20% of the registrable securities (as defined in the IRA), we will be required to file a registration statement covering the registration of at least 40% of the registrable securities then outstanding. We are not obligated to file a registration statement pursuant to this provision on more than one occasion.

Piggyback Registration Rights

        Subject to certain exceptions set forth in the IRA, if we propose to file a registration statement, the holders of the registrable securities will be entitled to notice of the registration and have the right to require us to register all or a portion of the registrable securities then held by them, subject to our right and the right of our underwriters to reduce the number of shares proposed to be registered in view of marketing factors.

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Registration on Form S-3

        Pursuant to the IRA, at any time when we are eligible to file a registration statement on Form S-3, subject to specified limitations set forth in the IRA, the holders of the registrable securities may request that we register on Form S-3 all or a portion of the registrable securities so long as the total amount of the securities being registered have an aggregate price to the public of at least $1,000,000. We are not obligated to file a Form S-3 pursuant to this provision if we have effected two registrations upon such holders' request within the 12 month period immediately preceding the date of such request.

Expenses of Registration

        We will pay all expenses, other than underwriting discounts, selling commissions and stock transfer taxes, incurred in connection with all demand registrations, piggyback registrations and Form S-3 registrations, including the reasonable fees and disbursements, not to exceed $35,000, of one counsel for the selling holders.

Termination of Registration Rights

        The demand, piggyback and Form S-3 rights granted under the IRA shall terminate upon the earlier of: (i) the date three years following the consummation of the Merger; or (ii) such time as a holder of registrable securities holds less than one percent of our outstanding common stock, we have completed our initial offering (as defined in the IRA) and all registrable securities may be sold pursuant to Rule 144 of the Securities Act during any 90 day period.

Comerica Registration Rights

        In connection with a loan and security agreement and amendment thereto we entered into with Comerica Bank, we issued the lender two warrants to purchase shares of our preferred stock, which in connection with the Merger became warrants to purchase shares of our common stock. The registration rights provision of each of these warrants provide Comerica Bank with the same registration rights set forth in the IRA with respect to the shares underlying the warrants.

Preferred Stock

        Our board of directors may, without further action by our stockholders, from time to time, direct the issuance of shares of up to 5,000,000 shares of preferred stock in series and may, at the time of issuance, determine the rights, preferences and limitations of each series, including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of our common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any liquidation, dissolution or winding-up of our company before any payment is made to the holders of shares of our common stock. In some circumstances, the issuance of shares of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of our securities or the removal of incumbent management. Upon the affirmative vote of our board of directors, without stockholder approval, we may issue shares of preferred stock with voting and conversion rights which could adversely affect the holders of shares of our common stock.

        Our board of directors will fix the designations, voting powers, preferences and rights of each series, as well as the qualifications, limitations or restrictions thereof, of the preferred stock of each series that we offer under this prospectus and applicable prospectus supplements in the certificate of designation relating to that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form

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of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred stock. This description will include:

        The General Corporation Law of the State of Delaware, or DGCL, the state of our incorporation, provides that the holders of preferred stock will have the right to vote separately as a class (or, in some cases, as a series) on an amendment to our certificate of incorporation if the amendment would change the par value or, unless the certificate of incorporation provided otherwise, the number of authorized

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shares of the class or change the powers, preferences or special rights of the class or series so as to adversely affect the class or series, as the case may be. This right is in addition to any voting rights that may be provided for in the applicable certificate of designation.

Anti-Takeover Provisions

Section 203 of the Delaware General Corporation Law

        We are subject to Section 203 of the DGCL, which prohibits a Delaware corporation from engaging in any business combination with any interested stockholder for a period of three years after the date that such stockholder became an interested stockholder, with the following exceptions:

        In general, Section 203 defines a "business combination" to include the following:

        In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person's affiliates and associates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% or more of the outstanding voting stock of the corporation.

Staggered Board

        Our restated certificate and by-laws divide our board of directors into three classes with staggered three year terms. In addition, our restated certificate and by-laws provide that directors may be removed only for cause and only by the affirmative vote of the holders of 75% of our shares of capital

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stock present in person or by proxy and entitled to vote. Under our restated certificate and by-laws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. Furthermore, our restated certificate provides that the authorized number of directors may be changed only by the resolution of our board of directors, subject to the rights of any holders of preferred stock to elect directors. The classification of our board of directors and the limitations on the ability of our stockholders to remove directors, change the authorized number of directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of us.

Authorized but Unissued Shares

        The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of any exchange on which our shares are listed. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations; Stockholder Action

        Our restated certificate provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of us, by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (all such persons being referred to as an "Indemnitee"), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

Super Majority Voting

        The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation's certificate of incorporation or by-laws, unless a corporation's certificate of incorporation or by-laws, as the case may be, require a greater percentage. Our by-laws may be amended or repealed by a majority vote of our board of directors or the affirmative vote of the holders of at least 75% of the votes that all of our stockholders would be entitled to cast in any election of directors. In addition, the affirmative vote of the holders of at least 75% of the votes that all of our stockholders would be entitled to cast in any election of directors is required to amend or repeal or to adopt any provisions inconsistent with certain of the provisions of our restated certificate.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is Computershare Trust Company, N.A., with offices at 250 Royall Street, Canton, Massachusetts 02021. The transfer agent for any series of preferred stock that we may offer under this prospectus will be named and described in the prospectus supplement for that series.

Listing on Nasdaq

        Our common stock is listed on the Nasdaq Capital Market under the symbol "MLND."

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DESCRIPTION OF DEBT SECURITIES

        We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

        We will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

        The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

General

        The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.

        We may issue the debt securities issued under the indenture as "discount securities," which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with "original issue discount," or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.

        We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:

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Conversion or Exchange Rights

        We will set forth in the applicable prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities that the holders of the series of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

        Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture or the debt securities, as appropriate.

Events of Default under the Indenture

        Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:

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        If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the trustee or any holder.

        The holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

        Subject to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

        A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:

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        These limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

        We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

        We and the trustee may change an indenture without the consent of any holders with respect to specific matters:

        In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

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Discharge

        Each indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

        In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

        We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth in the applicable prospectus supplement.

        At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

        Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

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        We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

        If we elect to redeem the debt securities of any series, we will not be required to:

Information Concerning the Trustee

        The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

        Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

        We will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

        All money we pay to a paying agent or the trustee for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

        The indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act is applicable.

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DESCRIPTION OF WARRANTS

        The following description, together with the additional information we may include in any applicable prospectus supplements and free writing prospectuses, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be issued independently or together with common stock, preferred stock or debt securities offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular terms of any series of warrants that we may offer in more detail in the applicable prospectus supplement and any applicable free writing prospectus. The terms of any warrants offered under a prospectus supplement may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.

        We have filed forms of the warrant agreements and forms of warrant certificates containing the terms of the warrants being offered as exhibits to the registration statement of which this prospectus is a part. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of warrant agreement, if any, including a form of warrant certificate, that describes the terms of the particular series of warrants we are offering. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement and warrant certificate applicable to the particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus supplements related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing prospectuses, and the complete warrant agreements and warrant certificates that contain the terms of the warrants.

General

        We will describe in the applicable prospectus supplement the terms relating to a series of warrants being offered, including:

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        Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:

Exercise of Warrants

        Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.

        Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent in connection with the exercise of the warrant.

        Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the

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applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.

Governing Law

        Unless we provide otherwise in the applicable prospectus supplement, the warrants and warrant agreements, and any claim, controversy or dispute arising under or related to the warrants or warrant agreements, will be governed by and construed in accordance with the laws of the State of New York.

Enforceability of Rights by Holders of Warrants

        Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.

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LEGAL OWNERSHIP OF SECURITIES

        We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee or depositary maintain for this purpose as the "holders" of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as "indirect holders" of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.

Book-Entry Holders

        We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary's book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.

        Only the person in whose name a security is registered is recognized as the holder of that security. Global securities will be registered in the name of the depositary or its participants. Consequently, for global securities, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.

        As a result, investors in a global security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary's book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not legal holders, of the securities.

Street Name Holders

        We may terminate a global security or issue securities that are not issued in global form. In these cases, investors may choose to hold their securities in their own names or in "street name." Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.

        For securities held in street name, we or any applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we or any such trustee or depositary will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders, not holders, of those securities.

Legal Holders

        Our obligations, as well as the obligations of any applicable trustee or third party employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who

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hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.

        For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with its participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of an indenture, or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the legal holders contact the indirect holders is up to the legal holders.

Special Considerations for Indirect Holders

        If you hold securities through a bank, broker or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in street name, you should check with your own institution to find out:

Global Securities

        A global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.

        Each security issued in book-entry form will be represented by a global security that we issue to, deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.

        A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under "—Special Situations When a Global Security Will Be Terminated." As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and legal holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a legal holder of the security, but only an indirect holder of a beneficial interest in the global security.

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        If the prospectus supplement for a particular security indicates that the security will be issued as a global security, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.

Special Considerations for Global Securities

        As an indirect holder, an investor's rights relating to a global security will be governed by the account rules of the investor's financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.

        If securities are issued only as global securities, an investor should be aware of the following:

        There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.

Special Situations When a Global Security Will Be Terminated

        In a few special situations described below, a global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own names, so that they will be direct holders. We have described the rights of holders and street name investors above.

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        A global security will terminate when the following special situations occur:

        The applicable prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and neither we nor any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.

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PLAN OF DISTRIBUTION

        We may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:

        We may also sell equity securities covered by this registration statement in an "at the market" offering as defined in Rule 415(a)(4) under the Securities Act. Such offering may be made into an existing trading market for such securities in transactions at other than a fixed price on or through the facilities of the Nasdaq Capital Market or any other securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale.

        Such at the market offerings, if any, may be conducted by underwriters acting as principal or agent.

        A prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities, including, to the extent applicable:

        Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

        If underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.

        We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities, and we will describe any commissions we will

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pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

        We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

        We may provide agents and underwriters with indemnification against civil liabilities related to this offering, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

        All securities we offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

        Any underwriter may engage in overallotment, stabilizing transactions, short covering transactions and penalty bids. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time. These transactions may be effected on any exchange or over-the-counter market or otherwise.

        Any underwriters who are qualified market makers on the Nasdaq Capital Market may engage in passive market making transactions in the securities on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker's bid, however, the passive market maker's bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

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LEGAL MATTERS

        Unless otherwise indicated in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this prospectus, and any supplement thereto, will be passed upon by Cooley LLP, Boston, Massachusetts. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.


EXPERTS

        The consolidated financial statements of Millendo Therapeutics, Inc. included in Millendo Therapeutics, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2018, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

        The financial statements of Millendo Therapeutics SAS (formerly known as Alizé Pharma SAS), which comprise the balance sheet as of December 31, 2016 and the related statements of income and cash flows for the year then ended, and the balance sheet as of December 19, 2017 and the related statements of income and cash flows for the period from January 1 to December 19, 2017, and the related notes to the financial statements included herein, which is referred to and made a part of this Prospectus and Registration Statement, have been audited by RSM Rhône-Alpes, as set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.


WHERE YOU CAN FIND MORE INFORMATION

        This prospectus is part of a registration statement we filed with the SEC. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You should rely only on the information contained in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone else to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus is accurate as of any date other than the date on the front page of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities offered by this prospectus.

        We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.

        Copies of certain information filed by us with the SEC are also available on our website at www.millendo.com. Information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference in this prospectus.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The SEC allows us to "incorporate by reference" information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The SEC file number for the documents incorporated by reference in this prospectus is 001-35890. The documents incorporated by reference into this prospectus contain important information that you should read about us.

        The following documents are incorporated by reference into this document:

        We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

        We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, without charge upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated by reference into such documents. You should direct any requests for documents to Millendo Therapeutics, Inc., Attn: Investor Relations, 301 North Main Street, Suite 100, Ann Arbor, Michigan 48104.

        Any statement contained in this prospectus or contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed supplement to this prospectus, or document deemed to be incorporated by reference into this prospectus, modifies or supersedes such statement.

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INDEX TO FINANCIAL STATEMENTS OF ALIZÉ PHARMA SAS

Financial Statements of Alizé Pharma SAS
For the Period from January 1, 2017 to December 19, 2017 and For the Year Ended December 31, 2016

Independent auditor's report

  F-2

Balance sheets as of December 19, 2017 and December 31, 2016

  F-3

Statements of income for the period from January 1, 2017 through December 19, 2017 and the Year Ended December 31, 2016

  F-4

Statements of cash flows for the period from January 1, 2017 through December 19, 2017 and the Year Ended December 31, 2016

  F-5

Notes to financial statements

  F-6

        In December 2017, Millendo acquired Alizé Pharma SAS, or Alizé, which is now known as Millendo Therapeutics SAS. The following pages of this prospectus contain financial statements of Alizé for the period from January 1, 2017 to December 19, 2017 (the date the acquisition was completed) and for the year ended December 31, 2016. The consolidated financial position and results of operation of Alizé as of and for the periods ended after December 19, 2017 are reflected in the consolidated financial statements of Millendo incorporated by reference into this prospectus.

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Independent Auditor's Report

Report on the Financial Statements

        We have audited the accompanying Financial Statements of Millendo Therapeutics SAS (formerly named Alizé Pharma) (the Company), which comprise the balance sheet as of December 31, 2016 and the related statements of income and cash flows for the year then ended, and the balance sheet as of December 19, 2017 and the related statements of income and cash flows for the period from January 1 to December 19, 2017, and the related notes to the financial statements (collectively, the Financial Statements).

Management's Responsibility for the Financial Statements

        Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with accounting principles generally accepted in France; this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

        Our responsibility is to express an opinion on these Financial Statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America and French auditing standards related to this engagement established by the CNCC. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement.

        An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Financial Statements.

        We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

        In our opinion, the Financial Statements referred to above present fairly, in all material respects, the financial position of Millendo Therapeutics SAS (formerly named Alizé Pharma) as of December 31, 2016 and December 19, 2017, and the results of its operations and its cash flows for the year ended December 31, 2016 and the period from January 1, 2017 to December 19, 2017 in accordance with accounting principles generally accepted in France.

    Lyon, on the 4 May 2018

 

 

Le Commissaire aux comptes,
/s/ RSM Rhône-Alpes
Gaël Dhalluin
Partner

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Millendo Therapeutics SAS (formerly named Alizé Pharma)

Balance sheets

(amounts in Euros)

 
  Gross
Value
  Amortization
/Depreciation
  Net as of
12/19/17
  Net as of
12/31/16
 

ASSETS

                         

Licenses

    54,615     39,086     15,529     18,981  

Tangible assets

    23,532     11,275     12,257     12,666  

Financial assets

    10,036         10,036     9,925  

Total fixed assets

    88,183     50,361     37,822     41,572  

Trade debtors and related accounts

    7,735         7,735     34,358  

Research tax credit

    830,668         830,668     429,354  

VAT and other taxes

    302,092         302,092     84,576  

Other Debtors

    2,820         2,820     1,503  

Down payments on orders

    237         237     29  

Cash

    1,277,764         1,277,764     3,201,608  

Prepaid expenses

    76,994         76,994     512,202  

Total current assets

    2,498,310         2,498,310     4,263,630  

TOTAL ASSETS

    2,586,493     50,361     2,536,132     4,305,202  

EQUITY AND LIABILITIES

                         

Share capital

                220,950     170,131  

Share premium

                13,665,217     9,957,148  

Retained losses

                (9,554,865 )   (8,199,976 )

Net loss for the year/period

                (4,266,533 )   (1,354,889 )

SHAREHOLDER'S EQUITY

                64,769     572,414  

Advances subject to conditions

                680,000     732,500  

Other Equities

                680,000     732,500  

PROVISIONS FOR RISKS AND CHARGES

                     

Convertible loans

                    2,222,529  

Accrued bank interest

                242     160  

Total bank loans and related interest

                242     160  

Shareholders' loan

                567,825      

Trade creditors and related accounts

                1,040,418     614,585  

Payroll liabilities

                89,105     65,317  

Social taxes

                82,513     82,813  

VAT turnover

                6,152     10,016  

Other taxes

                5,108     4,700  

Total Payroll and Tax Liabilities

                182,878     162,846  

Deferred revenue

                    168  

TOTAL LIABILITIES

                1,791,363     3,000,288  

TOTAL EQUITY & LIABILITIES

                2,536,132     4,305,202  

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Millendo Therapeutics SAS (formerly named Alizé Pharma)

Statement of Income

(amounts in Euros)

 
  Period From
01/01/17
to 12/19/17
  %   From
01/01/16
to 12/31/16
12 months
  %   Variation   %  

REVENUE

        %       %       %

Other revenue

    170,645     100.0 %   194,139     100.0 %   (23,494 )   (12.1 )%

Total

    170,645     100.0 %   194,139     100.0 %   (23,494 )   (12.1 )%

Other purchases & external costs

    4,229,738     2,478.7 %   1,406,488     724.5 %   2,823,250     200.7 %

Total

    4,229,738     2,478.7 %   1,406,488     724.5 %   2,823,250     200.7 %

MARGIN ON GOODS & RAW MATERIALS

    (4,059,093 )   (2,378.7 )%   (1,212,349 )   (624.5 )%   (2,846,744 )   234.8 %

EXPENSES

        %       %       %

Operating taxes

    9,577     5.6 %   7,497     3.9 %   2,080     27.7 %

Salaries and wages

    427,414     250.5 %   387,454     199.6 %   39,960     10.3 %

Payroll taxes

    183,668     107.6 %   168,262     86.7 %   15,406     9.2 %

Depreciations and provisions

    8,023     4.7 %   5,472     2.8 %   2,551     46.6 %

Other expenses

    3     %   50     %   (47 )   (94.0 )%

Total

    628,685     368.4 %   568,735     293.0 %   59,950     10.5 %

OPERATING LOSS

    (4,687,778 )   (2,747.1 )%   (1,781,084 )   (917.4 )%   (2,906,694 )   163.2 %

Financial income

    19,362     11.3 %   22,477     11.6 %   (3,115 )   (13.9 )%

Financial charges

    428,785     251.3 %   24,889     12.8 %   403,896     1,622.8 %

Financial loss

    (409,423 )   (239.9 )%   (2,412 )   (1.2 )%   (407,011 )   16,874.4 %

LOSS ON ORDINARY ACTIVITIES

    (5,097,201 )   (2,987.0 )%   (1,783,496 )   (918.7 )%   (3,313,705 )   185.8 %

Extraordinary income/loss

        %       %       %

Tax credit

    (830,668 )   (486.8 )%   (428,606 )   (220.8 )%   (402,062 )   93.8 %

NET LOSS

    (4,266,533 )   (2,500.2 )%   (1,354,890 )   (697.9 )%   (2,911,643 )   214.9 %

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Millendo Therapeutics SAS (formerly named Alizé Pharma)

Statement of Cash Flows

(amounts in Euros)

 
  Period From
01/01/17
to 12/19/17
  From
01/01/16
to 12/31/16
12 months
 

Cash flows from operating activities:

             

Net loss

  (4,266,533 ) (1,354,890 )

Adjustments for:

             

Depreciation

    8,023     5,471  

Changes in working capital:

             

Research and CICE tax credits

    (401,314 )   70,000  

Other current assets

    242,705     (254,745 )

Trade creditors

    851,590     79,418  

Tax and social liabilities

    20,033     5,557  

Net cash used in operating activities

    (3,545,496 )   (1,449,189 )

Cash flows from investing activities:

             

Purchases of fixed assets

    (4,274 )   (22,805 )

Net cash used in investing activities

    (4,274 )   (22,805 )

Cash flows from financing activities:

             

Proceeds from issuance of ordinary and preferred shares

        1,233,312  

Proceeds from issuance of preferred warrants

    10,660      

Proceeds from convertible bonds

    1,099,941     2,199,882  

Proceeds from BPI advances

        250,000  

Repayments of BPI advances

    (52,500 )   (17,500 )

Shareholders' loan

    567,825      

Net cash provided by financing activities

    1,625,926     3,665,694  

Net increase/(decrease) in cash

  (1,923,844 ) 2,193,700  

Cash at beginning of the year/period

    3,201,608     1,007,908  

Cash at end of the year/period

  1,277,764   3,201,608  

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Notes to the financial statements

        Designation of the company: SAS MILLENDO THERAPEUTICS (formerly named SAS ALIZÉ PHARMA)

        The financial years cover the periods from 01/01/2017 to 12/19/17 and from 01/01/2016 to 12/31/2016.

        The notes and tables below are an integral part of the financial statements.

        These financial statements have been approved by the President of the company.

Accounting principles

        The financial statements have been prepared in accordance with the French accounting standards governed by French Company Law and approved by Ministerial Decree of 08/09/2014 (Articles L. 123-12 to L. 123.28 and R. 123-172 to R. 123-208).

        The financial statements have been prepared in accordance with the following general accounting conventions prescribed by French Company Law:

        Only relevant information is summarized below. Unless otherwise mentioned, all amounts are stated in Euros.

        Alizé Pharma SAS (the Company) was acquired by Millendo Therapeutics, Inc. on December 19, 2017 and changed its name to Millendo Therapeutics SAS from that date. The parent company will provide advance payments and/or capital increase in order to ensure the continuity of research activities and subsidiary's continuity of operations.

Tangible and intangible assets

        Tangible and intangible assets are valued at their acquisition cost (purchase price and incidental expenses) for assets acquired for consideration, at their production cost for assets produced by the company and at the fair value for assets received free of charge or by way of an exchange.

        The cost of an asset includes its purchase price, including customs duties and non-refundable purchase taxes, after deduction of rebates, trade discounts and settlement of all costs directly attributable to putting the asset in place and in working order according to the intended use. Transfer taxes, fees or commissions and acts related to acquisition costs, are attached to this cost. Any costs that are not part of the purchase price of the asset and that cannot be directly linked to costs made necessary to put the asset in place and in working order in accordance with the intended use, are recognized as expenses.

        Depreciation of assets is recognized over the expected useful life, using the straight-line method:

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Notes to the financial statements (Continued)

        Licenses are amortized over the period of legal protection (i.e. 20 years) or over their expected useful lives if shorter.

Costs for research and development

        Research costs are expensed as incurred.

        Development costs are recognized as an asset under "intangible assets" when the project meets all of the following criteria:

        When one of the criteria is not met, development costs are expensed in the period in which they are incurred.

        Costs related to the patent creation follow the same accounting principle as development costs.

        Given the above, research costs were recognized as an expense in 2016 and 2017 (Other purchases & external expenses).

Receivables & Payables

        Receivables and Payables are recognized at their nominal value. A provision for impairment is recorded on receivables when the recoverable value is less than the book value.

        No impairment was recorded in 2016 and 2017.

Transactions in foreign currencies

        During acquisition of assets in foreign currency, the conversion rate used is the rate of exchange at the date of entry or, where applicable, the cover if it was taken before the operation. Costs incurred to implement the covers are also included in the acquisition cost.

        Payables, receivables, cash in foreign currencies are stated at their exchange value during year end. The difference resulting from the discounting of receivables and liabilities in foreign currencies at year end is recorded as currency exchange differences.

        Unrealized exchange losses are provided for.

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Notes to the financial statements (Continued)

Advances subject to conditions

        The Company received repayable advances (from BPI) to finance research and development costs. Those advances are recorded in the balance sheet in "Other Equity".

        These conditional advances (debt) are repayable within the contract payment plan.

Retirement Benefits

        The Company's collective agreement provides for retirement benefits. No special agreement has been signed. Retirement benefits are not recorded as liabilities in the balance sheet. However, accounting law requires to disclose details of costs and obligations in the notes to the financial statements.

        Retirement benefits are measured at the likely present value of the rights already acquired by applying a method based on projected end-of-career salaries, company's collective agreement, rates of staff turnover, life expectancy and discounting of assumptions of predictable payments.

        The discounting assumptions are as follows:

Capital Increase

        During the period ended December 19, 2017, there was a capital increase of 50,819 shares with a par value of €1 each.

        This capital increase was accompanied by an issue premium of €3,708,079 divided as follows :

        On February 3, 2016, there was a capital increase of €14,176 accompanied by an issue premium of €1,219,136.

Convertible Loans

        On November 30 2016, the Company issued convertible bonds. These bonds can be converted into preferred shares and include also warrants and rights of preferred shares subscription. (In French: OCABSOC).

        At December 31, 2016, 25,286 convertible notes have been issued.

        At April 28, 2017, 12,643 convertible notes have been issued.

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Notes to the financial statements (Continued)

        At December 19, 2017, all convertible bonds have been converted into 50,669 shares.

Date
  11/30/16   12/31/16   04/28/17   12/19/2017   12/19/17

Step

  Bonds creation       Bonds creation   Bonds conversion    

Number

  25,286   25,286   12,643   50,669   50,669

Bonds / Shares

  bonds   bonds   bonds   shares   shares

        This loan of 3,299,823 € is divided in two parts :

        As of December 19, 2017 all convertible bonds and interests (for an amount of €3,697,569) were converted into 50,669 shares with a conversion value of €73.99 per share.

Others significant events

Tax credit for the competitiveness and employment

        The third Amending Finance Law 2012 established a tax credit for the competitiveness and Employment (In French CICE) for corporations.

        This 7% tax credit is based on the salaries equal to or less than 2.5 times the minimum wage in France. The company recognized this tax credit in order to reduce personnel expenses in the income statement.

        It could reduce the corporation tax due or, failing that, be refundable after a minimum of 3 years.

        In 2016, the Company exceeded the threshold to benefit from the tax credit.

Change of company name

        Following the change in shareholders, ALIZÉ PHARMA SAS has changed its name which is now MILLENDO THERAPEUTICS SAS.

Assessment of clinical studies

        The Company has performed a change of assessment of clinical studies based on percentage of completion. This analysis is based on a model allowing to refine the approach of amounts committed at the end of the exercise.

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Notes to the financial statements (Continued)

Assets

Assets breakdown—December 19, 2017:

(In €)
  Beginning of
the year
  Increase   Decrease   End of
the year
 

Licenses and other intangible assets

  54,615       54,615  

Intangible assets

    54,615             54,615  

Fixtures and fittings

    8,862             8,862  

Office equipment and computers, furniture

    10,507     4,163         14,670  

Tangible assets

    19,369     4,163         23,532  

Other financial assets

    9,925     111         10,036  

Financial assets

    9,925     111         10,036  

FIXED ASSETS

  83,909   4,274     88,183  

Assets breakdown—December 31, 2016:

(In €)
  Beginning of
the year
  Increase   Decrease   End of
the year
 

Licenses and other intangible assets

  54,615       54,615  

Intangible assets

    54,615             54,615  

Fixtures and fittings

        8,862         8,862  

Office equipment and computers, furniture

    8,449     4,018     1,960     10,507  

Tangible assets

    8,449     12,880     1,960     19,369  

Other financial assets

    926     9,925     926     9,925  

Financial assets

    926     9,925     926     9,925  

FIXED ASSETS

  63,990   22,805   2,886   83,909  

Note 1 :    Loans and other financial assets represent exclusively security deposit on the lease.

Depreciation breakdown—At December 19, 2017

(In €)
  Beginning of
the year
  Increase   Decrease   End of
the year
 

Licenses and other intangible assets

  35,633   3,453     39,086  

Intangible assets

    35,633     3,453         39,086  

Fixtures and fittings

    5     1,714         1,719  

Office equipment and computers, furniture

    6,699     2,857         9,556  

Tangible assets

    6,704     4,571         11,275  

Financial assets

                 

TOTAL

  42,337   8,024     50,361  

F-10


Table of Contents


Notes to the financial statements (Continued)

Depreciation Breakdown—At December 31, 2016

(In €)
  Beginning of
the year
  Increase   Decrease   End of
the year
 

Licenses and other intangible assets

  32,063   3,570     35,633  

Intangible assets

    32,063     3,570         35,633  

Fixtures and fittings

        5         5  

Office equipment and computers, furniture

    6,763     1,896     1,960     6,699  

Tangible assets

    6,763     1,901     1,960     6,704  

Financial asset

                 

TOTAL

  38,826   5,471   1,960   42,337  

Current assets

Receivables at December 19, 2017

        Receivables amount to €1,181,061 at the end of the financial period and are broken down as follows:

(In €)
  Gross amount   Due within
one year
  Due over
one year
 

Financial Assets:

                   

Deposits

  10,036     10,036  

Current assets:

                   

Trade Debtors and related accounts

    7,735     7,735      

VAT and research tax credit

    1,135,580     1,135,580      

Prepaid expenses

    27,710     27,710      

Total

  1,181,061   1,171,025   10,036  

Receivables at December 31, 2016

        Receivables amount to €1,071,917 at the end of the financial year and are broken down as follows:

(In €)
  Gross amount   Due within
one year
  Due over
one year
 

Financial Assets:

                   

Deposits

  9,925     9,925  

Current assets:

                   

Trade Debtors and related accounts

    34,358     34,358      

VAT and research tax credit

    515,433     515,433      

Prepaid expenses

    512,201     512,201      

Total

  1,071,917   1,061,992   9,925  

        As of 12/19/2017, receivables are mainly composed of Research Tax Credit (€830,668) and deductible VAT (€302,092).

        As of 12/31/2016, receivables are mainly composed of Research Tax Credit (€429,354) and deductible VAT (€84,575).

F-11


Table of Contents


Notes to the financial statements (Continued)

Other accounts receivable—At December 19th 2017

(In €)
  Amount  

Grants due by OSEO

  2,747  

Accured interest on deposit bank accounts

    48,742  

Total

  51,489  

Other accounts receivable—December 31st 2016

(In €)
  Amount  

Research Tax Credit

  429,354  

VAT

    34,191  

Guarantee deposit reimbursement

    1,503  

Accrued interest on deposit bank accounts

    34,484  

Other income

    144  

Total

  499,676  

Research Tax Credit

        Research Tax Credit (In French CIR) amounted to €830,668 as of 12/19/2017. It can be charged on Corporate Tax or refunded according to SME status within the meaning of Community guidelines.

        The accrued income due to Research Tax Credit is €830,668 as of December 19, 2017 and was accounted as an asset in the balance sheet.

        Under French GAAP, the Research Tax Credit (RTC) is recorded as a reduction of the Corporate Income Tax (CIT). When a corporate cannot use the research tax credit on CIT (historical losses), the tax credit is repaid to the corporate. CIR is not a deferred tax asset.

        Research Tax Credit (In French CIR) amounted to €429,354 in 2016.

Equity

Share capital breakdown at December 19, 2017

        Share capital amounting to €220,950 broken down into 220,950 shares with a nominal value of €1.

(In €)
  Number   Nominal
Value
 

Balance at January 1, 2017

    170,131   1.00  

Issue of share capital—converted bonds

    50,819     1.00  

Balance at December 19, 2017

    220,950   1.00  

Share capital breakdown at December 31, 2016

        Share capital amounting to €170,131 broken down into 170,131 shares with a nominal value of €1.

(In €)
  Number   Nominal
Value
 

Balance at January 1, 2016

    155,955   1.00  

Issue of share capital—proceeds from employees shares issued

    14,176     1.00  

Balance at December 31, 2016

    170,131   1.00  

F-12


Table of Contents


Notes to the financial statements (Continued)

        The Company's share capital on incorporation was €37,000 (37,000 shares of €1 each)

        In May 2007, the share capital increased by €15,235 with the creation of 15,235 new ordinary shares at a nominal value of €1 per share. The new shares were issued at the price of €45.94 per share including a nominal value of €1 and a premium of €44.94.

        In July 2009, the share capital increased by €13,433 with the issuance of 13,433 new shares with warrants attached (ABSA 2009-01) at a nominal value of €1 per share. The new shares were issued at the price of €67 per share including a nominal value of €1 and a premium of €66.

        In April 2012, the share capital increased by €45,226 with the issuance of 45,226 new ordinary shares at a nominal value of €1 per share. The new shares were issued at the price of €73.1 per share including a nominal value of €1 and a premium of €72.1.

        In June 2014, the share capital increased by €16,709 with the issuance of 16,709 new shares with warrants attached (ABSA P1) at a nominal value of €1 per share. The new shares were issued at the price of €87 per share including a nominal value of €1 euro and a premium of €86.

        In July 2014, the share capital increased by €28,352 with the issuance of 28,352 new shares with warrants attached (ABSA P2) at a nominal value price of €1 per share. The new shares were issued at the price of €87 per share including a nominal value of €1 and a premium of €86.

        In March 2015, the company issued 3,500 employee share options (BSA 2014-06) at the price of €8.7 each.

        In February 2016, the capital increased by €14,176 with the issuance of 14,176 new preferred shares at a nominal value of €1 per share. The new shares were issued at the price of €87 per share including a nominal value of €1 and a premium of €86.

        In December 2017, the capital increased by €50,819 with the issuance of 50,669 shares (conversion of bonds) at a nominal value of €1 per share. The new shares were issued at the price of €73.99 per share including a nominal value of €1 and a premium of €72.99.

        Furthermore, 150 employee share options (BSA) have been issued at the average price of €71.07 each share including a nominal value of €1 and a premium of €70.07.

Allocation of the losses

        Decision of the General Meeting of 04/25/2017.

(In €)
  Amount  

Retained earnings at January 1, 2017

  (8,199,976 )

Net loss of the year 2016

    (1,354,889 )

Retained earnings at January 1, 2017

    (9,554,865 )

Losses carried forward

    (9,554,865 )

Retained earnings at January 1, 2017

  (9,554,865 )

F-13


Table of Contents


Notes to the financial statements (Continued)

        Decision of the General Meeting of 04/21/2016.

(In €)
  Amount  

Retained earnings at January 1, 2016

  (5,955,550 )

Net loss of the year 2015

    (2,244,426 )

Retained earnings at January 1, 2016

    (8,199,976 )

Losses carried forward

    (8,199,976 )

Retained earnings at January 1, 2016

  (8,199,976 )

Changes in equity

Period ended December 19, 2017

(In €)
  Balance as of
1/01/2017
  Allocation
of loss
  Increase   Balance as of
12/19/2017
 

Share capital

  170,131     50,819   220,950  

Share premium

    9,957,148         3,708,069     13,665,217  

Retained losses

    (8,199,976 )   (1,354,889 )       (9,554,865 )

Loss of the period

    (1,354,889 )   1,354,889     (4,266,533 )   (4,266,533 )

TOTAL

  572,414     (507,645 ) 64,769  

Year ended December 31, 2016

(In €)
  Balance as of
1/01/2016
  Allocation
of loss
  Increase   Balance as of
12/31/2016
 

Share capital

  155,955     14,176   170,131  

Share premium

    8,738,012         1,219,136     9,957,148  

Retained losses

    (5,955,550 )   (2,244,426 )       (8,199,976 )

Loss of the year

    (2,244,426 )   2,244,426     (1,354,889 )   (1,354,889 )

TOTAL

  693,991     (121,577 ) 572,414  

Other Equity

        Other equity is composed of advances received from BPI. In 2014, BPI FRANCE granted a financial support of €750,000 Euros including €500,000 paid in 2014 and €250,000 paid in 2016.

        Conditional advances represent a debt and must be repaid. The Company must repay this advance according to the provisions included in the BPI's agreement. Repayment conditions take into account forecast revenues generated by the projects. The first repayment took place in 2016 and the last repayment will be due in 2021.

        In case of technical or commercial failure, the recipient ensures payment by installments of €300,000 to BPI.

F-14


Table of Contents


Notes to the financial statements (Continued)

Liabilities

Breakdown of accounts payable as at December 19, 2017

        Total liabilities amount to €1,791,364 at the end of the financial period and are broken down as follows:

(In €)
  Gross
amount
  Less than
one year
  Between 1
and 5 years
  Over
5 years
 

Bank debts

                         

Of which are:

                         

—initially due within 12

  242   242              

—initially due over 12 months

                         

Trade creditors and related accounts

    1,040,418     1,040,418              

Payroll, social and other taxes

    182,878     182,878              

Other creditors debts

    567,825     567,825              

Total

  1,791,363   1,791,363              

Proceeds from borrowings

  1,099,941                    

Repayments of borrowings

  3,299,823                    

        On November 30, 2016, the Company issued a convertible loan for a nominal value of €3,299,823 divided in two parts :

        The first part includes 25,286 convertible bonds in shares P for an amount of €2,199,882.

        Each of 25,286 OCT1 have a warrant attached (BSOCT2) allowing to proceed with a determined number of OCT2 (part 2).

        The second part includes 12,643 convertible bonds in shares P for an amount of €1,099,941.

        These convertibles bonds bear 15% interest annually.

        All convertible bonds have been converted into 50,669 shares (see Significant events /Convertible loans)

Breakdown of accounts payable as at December 31, 2016

        Total liabilities amount to €3,000,287 at the end of the financial year and are broken down as follows:

(In €)
  Gross
amount
  Less than
one year
  Between 1
and 5 years
  Over
5 years
 

Convertible loans

  2,222,529         2,222,529        

Bank debts, of which are:

                         

—initially due within 12

    160   160              

—initially due over 12 months

                         

Trade creditors and related

    614,585     614,585              

Payroll, social and other taxes

    162,845     162,845              

Deferred revenue income

    168     168              

Total

  3,000,287   777,758   2,222,529        

Proceeds from borrowings

  2,199,882                    

Repayments of borrowings

                     

F-15


Table of Contents


Notes to the financial statements (Continued)

Accrued liabilities as at December 19, 2017

(In €)
  Amount  

Unreceived invoices from suppliers

  66,547  

Bank commissions

    242  

Holiday pay

    32,691  

Overtime

    826  

Bonuses

    34,439  

Unpaid salaries

    21,149  

Social charges related to holiday pay

    14,197  

Social charges related to overtime

    355  

Social charges related to bonuses

    14,809  

Apprentice tax

    2,824  

Training tax

    2,285  

TOTAL

  190,364  

Accrued liabilities as at December 31st 2016

(In €)
  Amount  

Unreceived invoices from suppliers bills

  40,651  

Interest on convertible loans Bonds

    22,647  

Bank interest

    160  

Holiday pay

    31,275  

Overtime

    817  

Bonuses

    33,225  

Social charges related to holiday pay

    13,448  

Social charges related to overtime

    351  

Social charges related to bonuses

    14,287  

Apprentice tax

    2,598  

Training tax

    2,101  

TOTAL

  161,560  

Cut-off

Prepaid expenses as at December 19, 2017:

(In €)
  Operating
activities
  Financing
activities
  Extraordinary
activities
 

Prepaid expenses

  76,994              

Total

  76,994              

Prepaid expenses as at December 31, 2016:

(In €)
  Operating
activities
  Financing
activities
  Extraordinary
activities
 

Prepaid expenses

  512,202              

Total

  512,202              

F-16


Table of Contents


Notes to the financial statements (Continued)

Deferred Incomes as at December 31, 2016:

(In €)
  Operating
activities
  Financing
activities
  Extraordinary
activities
 

Deferred revenue

  168              

Total

  168              

Warrants and Bonds

Warrants and Bonds Breakdown—December 19, 2017

Warrants / Bonds
  Attribution
Date
  Expiry
Date
  Balance as of
01/01/2017
  Created
during 2017
  Cancelled or
issued
during 2017
  Balance as of
12/19/2017
  Exercise Price

BSA 2009-02

    02/19/10     06/27/22     933           50     883   0.01

BSPCE 2009-01

    02/19/10     06/27/22     410                 410   Complementary

BSPCE 2012-04-27

    10/25/12     03/30/20     800           100     700   0.10

BSA 2012-04-27

    10/25/12     03/30/20     1,936                 1,936   0.10

BSA Tranche 2

    06/27/14     06/27/19                           Complementary

BSA 2014-06

    02/04/15     02/04/23     3,500                 3,500   8.70

BSPCE 2014-07

    02/04/15     02/04/23     5,150                 5,150   Complementary

BSA Ratchet P

    06/27/14     06/27/19     45,061           45,061         Article 3.2.2

    02/03/16     06/27/19     14,176           14,176         General Meeting of 06/27/14

OCT1

    11/30/16     05/31/18     25,286           25,286         73,99

BSOCT2**

    11/30/16     05/31/18     25,286           25,286         73,99

Total

                122,538         109,959     12,579    

Warrants and Bonds Breakdown—December 31st 2016

Warrants / Bonds
  Attribution
Date
  Expiry
Date
  Balance as of
01/01/2016
  Created
during 2016
  Cancelled or
issued
during 2016
  Balance as of
12/31/2016
  Exercise Price

BSA 2009-02

    02/19/10     06/27/22     933                 933   0.01

BSPCE 2009-01

    02/19/10     06/27/22     410                 410   Complementary

BSPCE 2012-04-27

    10/25/12     03/30/20     800                 800   0.10

BSA 2012-04-27

    10/25/12     03/30/20     1,936                 1,936   0.10

BSA Tranche 2

    06/27/14     06/27/19     28,352           28,352       Complementary

BSA 2014-06

    02/04/15     02/04/23     3,500                 3,500   8.70

BSPCE 2014-07

    02/04/15     02/04/23     5,150                 5,150   Complementary

BSA Ratchet P

    06/27/14     06/27/19     45,061                 45,061   Article 3.2.2

    02/03/16     06/27/19           14,176           14,176   General Meeting of 06/27/14

OCT1

    11/30/16     05/31/18           25,286           25,286   73,99

BSOCT2**

    11/30/16     05/31/18           25,286           25,286   73,99

Total

                86,142     64,748     28,352     122,538    

Each warrant BSA RATCHET P is attached to a preferred share (P) to form an ABSA P.

**
Note 3 : Each warrant BSOCT2 give the right to subscribe to 0.5 OCT2 at a price of €8 per OCT2.

F-17


Table of Contents


Notes to the financial statements (Continued)

Financial Loss

(In €)
  Period From
01/01/17
to 12/19/17
  From
01/01/16
to 12/31/16
12 months
 

Interest on bank deposit accounts

  18,888   22,123  

Foreign exchange gains

    474     354  

Total financial income

    19,362     22,477  

Shareholders and convertible loans interest

    428,029     24,164  

Foreign exchange losses

    756     725  

Total financial charges expenses

    428,785     24,889  

Financial loss result

  (409,423 ) (2,412 )

Research Expenses

        For the period ended December19, 2017, external R&D expenses amount to €2,917,949.

        For the year ended December 31, 2016, external R&D expenses amount to €647,905.

Management compensation

        The Company has decided to not disclose any information since it will result in providing individual information.

Retirement Benefits

        Retirement benefits are not recorded as liabilities in the balance sheet. However, the legal and contractual indemnities payable to each employee of the Company on retirement have been estimated using the prospective method based on their expected length of service at the retirement date. At December 19, 2017 and December 31, 2016, based on the calculations by an independent actuary using the actuarial assumptions described in the above note "Retirement benefits", the Company's obligations were respectively estimated at €9,710 and €7,132.

Workforce

        At December 19, 2017

 
  Employed
staff
  Freelance
staff
 

Executive

    6     0  

Total

    6     0  

        At December 31, 2016

 
  Employed
staff
  Freelance
staff
 

Executive

    5     0  

Total

    5     0  

Tax credit competitiveness and employment

        The purpose of the tax credit for the (CICE) is to finance the firm competitiveness and Employment particularly through the working capital.

F-18


Table of Contents


Notes to the financial statements (Continued)

        Tax credit based on the 2017 salaries amounted to €2,747. The company recognized this tax credit in order to reduce personnel expenses in the income statement.

Summary of the differences between French GAAP and U.S. GAAP

        The individual statutory financial statements have been prepared in accordance with French GAAP which, as applied by the Company, differ in certain significant respects from accounting principles generally accepted in the United States of America ("U.S. GAAP"). These differences appear in the column labeled "US GAAP conversion adjustments". Certain amounts have been reclassified to conform with US GAAP presentation and appear in the column labeled "US GAAP reclassifications". Certain French GAAP statutory accounts on the statements of income have been combined and presented as research and development expenses and general and administrative expenses.

Statement of operations

        The effects of the differences between U.S. GAAP and French GAAP for the period from January 1, 2017 through December 19, 2017 and for the year ended December 31, 2016 are as follows (amounts in thousands):

 
  Period from
January 1 to
December 19,
2017
French GAAP
  US GAAP
reclassifications
  US GAAP
conversion
adjustments
  Notes   Period from
January 1 to
December 19,
2017
US GAAP
 

Revenue

             

Other revenue

    171     (171 )     (a)      

Total

    171     (171 )            

Other purchases & external expenses

    4,230     (4,230 )     (b)      

Total

    4,230     (4,230 )            

Margin on goods and raw materials

    (4,059 )   4,059              

Operating expenses:

                             

Research and development

        2,654     309   (a),(b),(c),(d),(e),(f),(h)     2,963  

General and administrative

        1,203       (a),(b),(c),(d),(e)(f)     1,203  

Other purchases & external expenses

                     

Taxes and assimilated payments

    10     (10 )     (c)      

Salaries and Treatments

    427     (427 )     (d)      

Social expenses

    184     (184 )     (d)      

Depreciations and provisions

    8     (8 )     (e)      

Other expenses

                     

Total

    629     3,228     309         4,166  

Loss from operations

    (4,688 )   831     (309 )       (4,166 )

Interest income

    19                 19  

Interest expense

    (428 )       (3,160 ) (g)     (3,588 )

Financial (loss) income

    (409 )       (3,160 )       (3,569 )

Loss before taxes

    (5,097 )   831     (3,469 )       (7,735 )

Income taxes

    (831 )   831       (h)      

Net loss

  (4,266 )   (3,469 )     (7,735 )

F-19


Table of Contents


Notes to the financial statements (Continued)


 
  Year ended
December 31,
2016
French GAAP
  US GAAP
reclassifications
  US GAAP
conversion
adjustments
  Notes   Year ended
December 31,
2016
US GAAP
 

Revenue

             

Other revenue

    194     (194 )     (a)      

Total

    194     (194 )            

Other purchases & external expenses

    1,406               (b)      

Total

    1,406     (1,406 )            

Margin on goods and raw materials

    (1,212 )   1,212              

Operating expenses:

                             

Research and development

        807     417   (a),(b),(c),(d),(e),(f),(h)     1,224  

General and administrative

        546       (a),(b),(c),(d),(e)(f)     546  

Other purchases & external expenses

                     

Taxes and assimilated payments

    8     (8 )     (c)      

Salaries and Treatments

    388     (388 )     (d)      

Social expenses

    168     (168 )     (d)      

Depreciations and provisions

    5     (5 )     (e)      

Other expenses

                     

Total

    569     784     417         1,770  

Loss from operations

    (1,781 )   428     (417 )       (1,770 )

Interest income

    22                 22  

Interest expense

    (24 )       (139 ) (g)     (163 )

Financial (loss) income

    (2 )       (139 )       (141 )

Loss before taxes

    (1,783 )   428     (556 )       (1,911 )

Income taxes

    (428 )   428       (h)