CELYAD S.A. (Form: S-8, Received: 09/29/2017 16:12:43)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging Growth Company

As filed with the U.S. Securities and Exchange Commission on September 29, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CELYAD SA

(Exact name of registrant as specified in its charter)

Belgium

Not applicable

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Rue Edouard Belin 2

1435 Mont-Saint-Guibert, Belgium

+32 10 394 100

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

Warrant Plan 2017

Warrant Plan 2015

Warrant Plan 2014

(Full title of the plan)

C T Corporation System

111 8th Avenue

New York, New York 10011

Tel No. +1 (212) 894-8940

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

Copies to:

Mitchell S. Bloom, Esq.

Michael H. Bison, Esq.

Laurie A. Burlingame

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

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.

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. ☐

CALCULATION OF REGISTRATION FEE



Title of Securities to be Registered(1)	Amount to be Registered (2)	Proposed Maximum Offering Price per Share (3)	Proposed Maximum Aggregate Offering Price (3)	Amount of Registration Fee
Ordinary Shares, no nominal value	114,666	$33.22	$3,809,205	$442

(1)	These shares may be represented by the Registrant’s American Depositary Shares, or ADSs. Each ADS represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-203584).

(2)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares that become issuable under the Registrant’s Warrant Plans by reason of any stock dividend, stock split or other similar transaction.

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $33.22, which is the weighted average exercise price for outstanding warrants granted or to be granted under the Warrant Plans of €27.77, converted from euros to U.S. dollars at an exchange rate of $1.1961 per euro, the Euro Foreign Exchange Reference rate of the European Central Bank for the euro on September 22, 2017.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of this Registration Statement. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Celyad SA (the “ Registrant ”) with the U.S. Securities and Exchange Commission (the “ Commission ”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on April 4, 2017 (File No. 001-37452), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed;

(b) Our reports on Form 6-K furnished to the Commission on January 9, 2017; January 9, 2017; January 12, 2017, February 7, 2017; February 17, 2017; March 2, 2017; March 9, 2017; March 17, 2017; March 23, 2017; April 28, 2017; May 2, 2017; May 8, 2017; May 8, 2017; May 12, 2017; May 12, 2017; May 23, 2017; June 1, 2017; June 16, 2017; June 20, 2017; June 22, 2017; August 3, 2017; August 7, 2017; August 30, 2017; and August 31, 2017; and

(c) The description of the Registrant’s Ordinary Shares and American Depositary Shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) on June 16, 2015 (File No. 001-37452), including any subsequent amendment or report filed for the purpose of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any report on Form 6-K furnished by the Registrant to the Commission after the date of this Registration Statement (or a portion thereof) is incorporated by reference in this Registration Statement only to the extent that the report expressly states that the Registrant incorporates it (or such portions) by reference in this Registration Statement and it is not subsequently superseded. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Belgian law, the directors of a company may be liable for damages to the company in case of improper performance of their duties. The Registrant’s directors may be liable to the Registrant and to third parties for infringement of the Registrant’s articles of association or Belgian company law. Under certain circumstances, directors may be criminally liable. The Registrant maintains liability insurance for the benefit of its directors and members of its executive management team.

The Registrant maintains liability insurance for the Registrant’s directors and officers, including insurance against liability under the Securities Act. In connection with the Registrant’s June 2015 global offering, it entered into indemnification agreements with each of its directors and members of its executive management team. With certain exceptions and subject to limitations on indemnification under Belgian law, these agreements provide for indemnification for damages and expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding arising out of his or her actions in that capacity. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission that such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

These agreements may discourage shareholders from bringing a lawsuit against the Registrant’s directors and executive officers for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and executive officers, even though such an action, if successful, might otherwise benefit the Registrant and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against directors and officers pursuant to these insurance agreements.

To the extent permitted by law, the Registrant will be permitted to indemnify its directors, employees and representatives for all damages they may be due, as the case may be, to third parties as a result of breach of their obligations towards the Registrant, managerial mistakes and violations of the Belgian Companies Code, with the exclusion of damages that are due as a result of gross or intentional misconduct.

Certain of the Registrant’s non-employee directors may, through their relationships with their employers or partnerships, be insured and/or indemnified against certain liabilities in their capacity as members of the Registrant’s board of directors.

In the underwriting agreement the Registrant entered into in connection with its June 2015 global offering, the underwriters agreed to indemnify, under certain conditions, the Registrant, the members of the Registrant’s board of directors and persons who control the Registrant’s company within the meaning of the Securities Act against certain liabilities, but only to the extent that such liabilities are caused by information relating to the underwriters furnished to the Registrant in writing expressly for use in the Registrant’s registration statement and certain other disclosure documents.

ITEM 7.

EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.

EXHIBITS


Exhibit Number		Description

4.1(1)		Articles of Association, as amended (English translation)

4.2(2)		Form of Deposit Agreement and Form of American Depositary Receipt

5.1		Opinion of CMS DeBacker SCRL

23.1		Consent of PricewaterhouseCoopers Réviseurs d’Entreprises sccrl

23.2		Consent of CMS DeBacker SCRL (included in Exhibit 5.1)

24.1		Power of Attorney (included on the signature page)

99.1(3)		Warrant Plans (English translation)

99.2		Warrant Plan 2015 (English translation)

99.3		Warrant Plan 2017 (English translation)

(1)	Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form F-3 (File No. 333-220285), filed with the U.S. Securities and Exchange Commission on August 31, 2017, and incorporated herein by reference.

(2)	Filed as Exhibits 4.1 and 4.2 to Registrant’s Registration Statement on Form F-1/A (File No. 333-204251), filed with the U.S. Securities and Exchange Commission on June 15, 2015, and incorporated herein by reference.

(3)	Filed as Exhibit 10.16 to Registrant’s Registration Statement on Form F-1 (File No. 333-204251), filed with the U.S. Securities and Exchange Commission on May 18, 2015, and incorporated herein by reference.

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

ITEM 9.

UNDERTAKINGS

1.	The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

EXHIBIT INDEX


Exhibit Number		Description

4.1(1)		Articles of Association, as amended (English translation)

4.2(2)		Form of Deposit Agreement and Form of American Depositary Receipt

5.1		Opinion of CMS DeBacker SCRL

23.1		Consent of PricewaterhouseCoopers Réviseurs d’Entreprises sccrl

23.2		Consent of CMS DeBacker SCRL (included in Exhibit 5.1)

24.1		Power of Attorney (included on the signature page)

99.1(3)		Warrant Plans (English translation)

99.2		Warrant Plan 2015 (English translation)

99.3		Warrant Plan 2017 (English translation)

(1)	Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form F-3 (File No. 333-220285), filed with the U.S. Securities and Exchange Commission on August 31, 2017, and incorporated herein by reference.

(2)	Filed as Exhibits 4.1 and 4.2 to Registrant’s Registration Statement on Form F-1/A (File No. 333-204251), filed with the U.S. Securities and Exchange Commission on June 15, 2015, and incorporated herein by reference.

(3)	Filed as Exhibit 10.16 to Registrant’s Registration Statement on Form F-1 (File No. 333-204251), filed with the U.S. Securities and Exchange Commission on May 18, 2015, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Mont-Saint-Guibert, Belgium on September 29, 2017.


CELYAD SA

By:		/s/ Christian Homsy
Name:		Christian Homsy
Title:		Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned directors, officers and/or authorized representative in the United States of Celyad SA, hereby severally constitute and appoint Christian Homsy and Patrick Jeanmart, and each of them singly, our true and lawful attorneys-in-fact and agents, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all pre-effective and post-effective amendments to said registration statement, under the Securities Act of 1933, as amended, in connection with the registration under the Securities Act of 1933, as amended, of equity securities of Celyad SA, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on September 29, 2017.


Signature		Title

/s/ Christian Homsy Christian Homsy		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Patrick Jeanmart Patrick Jeanmart		Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Michel Lussier Michel Lussier		Chairman of the Board

/s/ Serge Goblet Serge Goblet		Director

/s/ Chris Buyse Chris Buyse		Director


Signature		Title

/s/ Rudy Dekeyser Rudy Dekeyser		Director

/s/ Debasish Roychowdhury Debasish Roychowdhury		Director

/s/ Hanspeter Spek Hanspeter Spek		Director

Exhibit 5.1

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Celyad SA

Rue Edouard Belin 2

1435 Mont-Saint-Guibert

Belgium

CMS DeBacker

Avocats-Advocaten

Chaussée de La Hulpe 178

1170 Brussels

Belgium

T +32 2 743 69 00

F +32 2 743 69 01

www.cms.law

Vincent Dirckx

T direct +32 2 743 69 48

E vincent.dirckx@cms-db.com

28 September 2017

Ladies and Gentlemen,

Re :

Celyad SA – Warrants – Legal Opinion

We have acted as Belgian legal counsel to CELYAD SA, a limited liability company ( société anonyme) organised under the laws of the Kingdom of Belgium with registered office at rue Edouard Belin 2, 1435 Mont-Saint-Guibert, Belgium, registered with the Crossroads Bank for Enterprises under number 891.118.115 (the Company ) on certain matters of Belgian law in connection with the Company’s registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the Commission ), as thereafter amended or supplemented (the Registration Statement ), relating to the registration under the U.S. Securities Act of 1933, as amended (the Securities Act ), in respect of up to 144,666 ordinary shares, without nominal value, of the Company (the Shares ) to be issued upon exercise of outstanding warrants under the plans 2014, 2015 and 2017 of the Company (the Plans ).

Documents

For the purpose of this opinion we have examined the following documents (the Documents):

(a)	the Registration Statement;

(b)	the regulations of the Plans incorporated as exhibits 99.1(3). 99.2 and 99.3 to the Registration Statement;

(c)	the coordinated articles of association of the Company as at August 23, 2017;

CMS DeBacker SCRL/CVBA- RPM Bruxelles/RPR Brussel – TVA/BTW: BE 0430.408.301- IBAN: BE98 6300 2257 5393 - BIC: BBRUBEBB

CMS DeBacker is a member of CMS, the organisation of European law firms. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. Further information can be found at cms.law.

CMS offices and associated offices: Aberdeen, Algiers, Amsterdam, Antwerp, Barcelona, Beijing, Belgrade, Berlin, Bogota, Bratislava, Bristol, Brussels, Bucharest, Budapest, Casablanca, Cologne, Dubai, Dusseldorf, Edinburgh, Frankfurt, Funchal, Geneva, Glasgow, Hamburg, Hong Kong, Istanbul, Kyiv, Leipzig, Lima, Lisbon, Ljubljana, London, Luxembourg, Lyon, Madrid, Manchester, Medellin, Mexico City, Milan, Moscow, Munich, Muscat, Paris, Podgorica, Prague, Rio de Janeiro, Rome, Santiago De Chile, Sarajevo, Seville, Shanghai, Sheffield, Singapore, Sofia, Strasbourg, Stuttgart, Tehran, Tirana, Utrecht, Vienna, Warsaw, Zagreb and Zurich.

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(d)	such corporate documents and records of the Company and such other instruments, notarial deeds, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed.

Nature of the opinion and limitations

This opinion is subject to the following limitations:

(a)

this opinion is confined to the laws of the Kingdom of Belgium and, insofar as they are directly applicable in Belgium, the European Union, all as they stand as at the date hereof and as such laws are interpreted by the courts of the Kingdom of Belgium ( Belgian law ); accordingly, we express no opinion with regard to any other system of law (including the law of jurisdictions other than Belgium in which our firm has an office), even in cases where, under Belgian law, any foreign law should be applied, and we therefore assume that any applicable law (other than Belgian law) would not affect or qualify the opinions as set out below; furthermore we do not express any opinion on public international law or on the rules of or promulgated under any treaty or by any treaty organisation (except insofar as they are directly applicable in Belgium);

(b)	we express no opinion that the future or continued performance of a party’s obligations or the consummation of the transactions contemplated by the Documents will not contravene Belgian law, its application or interpretation to the extent that Belgian law is altered in the future;

(c)

this opinion cannot be construed as giving certainty that Belgian courts will in the future take the same decisions as in the existing case law and doctrine on which this opinion is based, as under Belgian law case law does not have the value of binding precedent. Moreover, not all legal issues discussed in this opinion have been the subject matter of case law and any opinion expressed on such issues herein cannot be construed as giving certainty that a Belgian court will decide in the manner as opined therein;

(d)	we express no opinion as to the correctness of any representation given by any of the parties (express or implied), including the Company, under or by virtue of any of the Documents, save if and insofar as the matters represented are the subject matter of a specific opinion herein;

(e)

to the extent that the laws of other jurisdictions may be relevant, we have made no independent investigation of such laws, and our opinion is subject to the effect of such laws including the matters contained in the opinion of local counsel in these jurisdictions; we express no views in this opinion on the validity of the matters set out in such opinion(s);

(f)	we express no opinion on any taxation laws of any jurisdiction (including Belgium) otherwise than as stated herein;

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(g)

any person who is entitled to, and does, rely on this opinion agrees, by so relying, that, to the fullest extent permitted by law and regulation (and except in the case of wilful misconduct or fraud) there is no assumption of a personal duty of care by, and such person will not bring any claim against, any individual who is a partner of, member of, associate of, employee of or consultant to CMS DeBacker or any other member of the group of CMS undertakings and that such person will instead confine any claim to CMS DeBacker (which includes the operations conducted in our Brussels office). This applies (save only where law and regulation requires otherwise) to any claim, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise; and

(h)	this opinion speaks as of the date hereof; no obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof, which may affect this opinion in any respect.

Assumptions

In considering the Documents and in rendering this opinion, we have assumed:

(a)	the genuineness of all signatures on, and the authenticity and completeness of, all documents submitted to us whether as originals or copies;

(b)	the conformity to originals of all documents supplied to us as photocopies, e-mail copies or facsimile copies;

(c)	that all shareholders’ and board of directors’ meetings of the Company were validly convened and held in accordance with the Belgian Companies Code;

(d)

that the statements of facts contained in the minutes of all shareholders’ and board of directors’ meetings of the Company are accurate and complete (including, but not limited to, the validity and existence of attendance lists, waivers, powers of attorney, reports, etc. which the minutes refer to);

(e)	that the Plans have been, and will be at all times, operated in accordance with their terms;

(f)	that the Registration Statement has been or shall be filed with the SEC and shall become effective, in the form referred to in this opinion;

(g)	that the meeting of the Board of Directors was effectively held on 27 September 2017 and that the decision referred to in the minutes of said meeting was effectively and validly resolved in accordance with the Company’s Articles of Association and Belgian law;

(h)	that, at the date hereof, the Company (i) is not in a situation of cessation of payments ( cessation de paiement ) as defined in the law of 8 August 1997, (ii) has not been dissolved ( dissoute ), liquidated ( liquidée ), annulled as a legal entity nor is a procedure to this effect

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pending or are there any grounds for the Company’s dissolution, (iii) has not entered into or applied for a proceeding of judicial reorganisation ( réorganisation judiciaire ) pursuant to the law of 31 January 2009, (iv) is not under temporary supervision ( administration provisoire ), and (v) has not made any filing in any jurisdiction for protection against its creditors under whatever form;

(i)	that the Documents have been decided upon or entered into for bona fide commercial reasons, within the corporate purpose and corporate interest of the parties thereto and on arms’ length terms by each of the parties, without any fraudulent intent (including as to the interests of creditors);

(j)	that there has been no mistake of fact ( erreur ), fraud ( dol ), duress ( violence ) or undue influence ( lésion ) in relation to any Document;

(k)

that the directors ( administrateurs ) of the Company who have approved and/or executed Documents, have exercised their powers (i) in accordance with the best interest of the Company, (ii) in accordance with their duties under all applicable laws (including the rules regarding conflicts of interest), and (iii) in accordance with the articles of association of the Company and the powers conferred to them.

Opinion

Based upon the above and subject to the qualifications set out below and to any matters not disclosed to us, we are of the opinion that under the laws of the Kingdom of Belgium, the Shares to be issued upon exercise of the warrants granted under the Plans, when (i) the Company has taken all necessary action to issue the Shares in compliance with the then applicable provisions of the Company’s articles of association, the laws of the Kingdom of Belgium and the terms of the Plans, and (ii) the Company will have received in full all amounts payable by the participants under the Plans in respect of the Shares, will be validly issued, fully paid for and non-assessable.

Qualifications

Our opinion is subject to the following qualifications:

(a)

Belgian legal concepts are expressed in English terms and not in their original Dutch or French terms; the concepts concerned may not be identical to the concepts described by the same English terms as they exist in the laws of other jurisdictions; accordingly, any issues of interpretation arising, the agreements and documents relating thereto and this present opinion will be determined by the Belgian courts in accordance with Belgian law, and we express no opinion on the interpretation that the Belgian court may make of any such expressions or descriptions; in particular, as far as the word “non-assessable” used in the paragraph above (“opinion”) is concerned, please note that this word has no legal meaning under Belgian law and is issued in this opinion only to mean that, with respect to the issuance of the Shares, a

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holder of the Shares will have no obligation to pay any additional amount in excess of the subscription price;

(b)	this opinion is subject to bankruptcy, judicial reorganisation, insolvency, attachment, liquidation and other laws of general application relating to or affecting the rights of creditors generally;

(c)

we express no view on any provision stating that the document is the entire agreement or requiring written amendments or waivers insofar as such provision suggests that oral or other modifications, amendments or waivers could not be effectively agreed upon or granted by or between the parties or implied by the course of conduct of the parties;

(d)

the introduction of legal proceedings in Belgium and enforcement of a judgment would give rise to certain nominal filing charges and notification fees; pursuant to article 851 of the Belgian Judicial Code a foreign plaintiff can be required, at the request of a Belgian defendant, to post a bond to secure payment of any expenses or damages for which the foreign plaintiff might be liable, unless waived in a applicable treaty;

(e)

the enforcement of a foreign judgment rendered by a court which is not a court of states which are bound by the Council Regulation (or the Recast Council Regulation, as applicable), is subject to the procedures contained in the Belgian Code of Judicial Procedure and can include a re-examination of the merits of the case by the Belgian courts.

Governing law, jurisdiction and consent to filing

This opinion and any non-contractual obligations arising out of or in relation to this opinion are governed by Belgian law. This opinion is given in accordance with the rules and standards of the Brussels Bar.

The Belgian courts shall have non-exclusive jurisdiction in relation to all disputes (including claims for set-off and counterclaims) arising out of or in connection with this opinion, including, without limitation, disputes arising out of or in connection with (i) the creation, effect or interpretation of, or the legal relationships established by, this opinion, and (ii) any non-contractual obligations arising out of or in connection with this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not concede that we are within the category of persons whose consent is required under the Securities Act.

Yours faithfully

/s/ CMS DeBacker

CMS DeBacker

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Exhibit 23.1

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To the Directors of

CELYAD SA

Mont-Saint-Guibert

CONSENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Celyad SA of our report dated April 4, 2017 relating to the consolidated financial statements of the Company and its subsidiaries, which appears in Celyad’s Annual Report on Form 20-F for the year ended December 31, 2016.

Liège, 25 September 2017

PwC Reviseurs d’Entreprises SCCRL

Represented by

/s/ Patrick Mortroux

Patrick Mortroux

Partner

Exhibit 99.2

WARRANT PLAN 2015

ISSUANCE AND CONDITIONS OF EXERCISE OF THE WARRANTS

Offer for a maximum of 466.000 Warrants

For the Beneficiaries of the Company’s Warrant Plan

The acceptance form for this Warrant Plan needs to be returned to the Company according

to point 2.1

Definitions

Beneficiaries

Certain employees, directors and management members of the Company, such as identified by the Company’s Board of Directors;

Compensation Committee

The Company’s nomination and compensation committee, such as instituted by the Board of Directors;

Board of Directors

The Company’s Board of Directors;

Offer Date

The date of the written communication concerning the Offer to the Beneficiaries;

Warrant Holder

A person registered in the Company’s Warrant register as a holder of one or more Warrants;

Offer

The Warrant offer;

Exercise period

The exercise period during which the Warrant Holder can exercise the granted Warrants (as described in article 2.6) in the purpose of acquiring Company shares;

Warrant Plan

This Warrant plan implemented by the Company;

Company

Celyad SA;

Warrants

A maximum of 466,000 subscription rights offered free of charge to the Beneficiaries of the Offer, in accordance with the law of March, 26, 1999;

1.	Resolution of the Board of Directors and special report of the Board of Directors

On October 28, 2015, the Board of Directors agreed to create and issue 466,000 Warrants, to be distributed amongst the future Beneficiaries, in the context of the authorized capital and in accordance with article 7 of the articles of association.

This document, titled “ISSUANCE AND CONDITIONS OF EXERCISE”, is attached as Annex 1 to the special report drafted by the Board of Directors in application of article 583 of the Companies Code.

On October 28, 2015, the Board of Directors has approved the issuance of 466,000 Warrants with cancellation of the preferential subscription rights of the existing shareholders and Warrant Holders primarily in favor of the Company’s staff members and, on an ancillary basis, the people defined in the special report drafted on October 28, 2015 by the Board of Directors and has provided a mandate to the Compensation committee in order to identify the Beneficiaries of the Warrants and the number of Warrants granted to each one of them.

On November 5, 2015, the General assembly has approved in principle the proposal of the Board of Directors to issue a maximum of 466,000 Warrants pursuant to the Warrant Plan (within the framework of the authorized capital), in accordance with the provisions of article 7.13 of the Belgian Code on Corporate Governance. This approval is an approval in principle of the issuance of said Warrants, not a decision concerning the issuance itself (decision that will be taken by the Board of Directors).

The Board of Directors has also provided a mandate to the Compensation committee in order to take all the necessary or useful measures for the implementation of said Warrant Plan.

2.	Information concerning the Warrant Offer

2.1.	Identification of the Beneficiaries of this Offer

The Offer is reserved for the Beneficiaries within the limits and in accordance with the allocation defined by the Company’s Board of Directors.

The following people can be seen as “Beneficiaries”:

•

any person having signed a permanent contract as an employee with the Company at the Offer Date;

•

any Director;

•

any person providing products and services to the Company, as a self-employed person but on a regular basis or, when appropriate, via a management or services company.

Every Beneficiary can be granted a certain number of Warrants in accordance with the allocation defined by the Compensation Committee instituted by the Board of Directors. This Compensation Committee will decide as an entity especially appointed by the Board of Directors, it being understood that the Board of Directors has full powers to define said allocation. The granting of Warrants to the non-executive directors is subject to the approval of the General Assembly.

The participation to the Warrant Plan does not give any additional right to the employee with regards to labor law and, in particular, does not cause any additional restriction or condition to the right of the employer to put an end to the employment contract of one of his employees, in line with the applicable laws.

The Beneficiaries are invited to return the completed acceptance form to the Company, to the attention of Mr. Patrick Jeanmart, Chief Financial Officer. This Offer Date will be mentioned on the acceptance form that will be transmitted to each Beneficiary.

The acceptance form will specify whether the Beneficiary accepts the allocation of the granted Warrants or declines it. If said completed acceptance form is not received within the above mentioned time frame, the Beneficiary will be regarded as having DECLINED the allocation of the Warrants.

2.2.	Total number of Warrants

The total Offer concerns a maximum of 466,000 Warrants. Each Warrant shall entitle the Beneficiary to subscribe for one common share of the Company.

2.3.	Vesting period and exercise of the Warrants

The Warrants will be vested at the third anniversary of the Offer Date. Should the Holder of the Warrants lose the status of Beneficiary:

•

before the first anniversary of the Offer Date, no Warrant granted can be exercised;

•

before the second anniversary of the Offer Date, 33% of the Warrants granted can be exercised. The balance will be permanently lost;

•

before the third anniversary of the Offer Date, 66% of the Warrants granted can be exercised. The balance will be permanently lost;

•

after the third anniversary of the Offer Date, 100% of the Warrants granted can be exercised.

The vested Warrants can be fully or partially exercised during the first month of each quarter starting January 1, 2020 and until the tenth anniversary of the issuance of the Warrants, i.e. November 5, 2025 for the employees and until the fifth anniversary of the issuance of the Warrants, i.e. November 5, 2020 for non-employees of the Company. Each exercise period ends on the last working day of the month in question. October 2025 will be the last exercise period for this Warrant Plan, starting October 1, 2025 and ending November 4, 2025.

Non- exercised Warrants at the end of the last exercise period will become null and void.

In derogation of the preceding paragraphs, the Warrants can also be exercised for fifteen days counting from the announcement of the public bid by the FSMA in case of any public takeover bid of the Company’s shares.

2.4.	Issue price of the Warrants

The Warrants will be issued free of any cost and granted to the Beneficiaries. The Warrants are subject to the law of March 26, 1999 (insofar as the Beneficiary is subject to this law).

2.5.	Exercise price of the Warrants

The exercise price of the Warrants will be the lowest of the (i) average closing price of the share during a period of 30 days before the Offer Date and the (ii) last closing price before the Offer Date, it being understood that the exercise price of the Warrants granted to the Beneficiaries that are not part of the staff cannot be lower than the average price of the share during a period of 30 days before the day of the issuance.

2.6.	Mode of exercise of the Warrants

A Warrant that may be exercised will be considered as exercised once the Company has received the following:

(i)	a written notification in the form defined by the Company, stipulating that a Warrant or a number of Warrants is being exercised;

(ii)	full payment for the exercise price of the exercised Warrants in Euro, by wire transfer, the number of which will be provided to each Beneficiary by the Committee;

(i)	if the Warrants are exercised by a person or persons other than the Warrant Holder, proof of the right of that person or persons to exercise the Warrant;

and

(ii)	the declarations and documents the Board of Directors or the Chief executive officer of the Company deems necessary or desirable in order to respect the applicable legal and regulatory requirements and of which the Board of Directors or the Chief executive officer requires the presentation.

All the abovementioned must be in the possession of the Company at the latest on the last day of the Exercise period concerned.

2.7.	Characteristics of the shares issued after the exercise of the Warrants

2.7.1.

General characteristics

The new shares issued within a reasonable period after the end of a Warrant exercise period will be of the same kind and will enjoy the same rights as the shares existing at the Offer Date (without prejudice to what is being specified in point 2.9 hereunder). In accordance to what is being stipulated in point 2.9, the shares issued following the exercise of the Warrants will be common shares, provided that there are different categories of shares.

2.7.2.

Enjoyment

With regards to the exercise of the Warrants, the shares issued will have the same enjoyment as the other shares of the Company (without prejudice to what is being specified in point 2.9 hereunder).

2.7.3.

Availability

Within a reasonable timeframe after the end of the exercise period in registered or dematerialized form by way of registration on an account at the Beneficiary’s choice.

2.7.4.

Transferability

The shares issued as a result of the Warrants are transferable and are subject to the same legal and/or statutory provisions as the other shares of the Company, without prejudice to what is being mentioned in point 2.9.2 hereunder.

2.7.5.

Costs concerning the delivery of the shares

If the shares are delivered on a securities account, the subscribed shares will be delivered free of charge insofar as the account is being held at a financial institution in Belgium.

2.8.	Form and delivery of the Warrants – Non-transferability

A share register mentioning the specific designation of each Warrant Holder and the number of his/her Warrants will be kept at the Company’s headquarters.

The Warrants are non-transferable inter vivos.

2.9.	Changes to the Company’s capital structure

2.9.1

By way of derogation from article 501 C. Soc., and without prejudice to the legally prescribed exceptions, the Company may pass all resolutions that it deems necessary in relation to its capital, its articles of association or its management. Such resolutions may include, amongst others, capital reduction, with or without reimbursement for the shareholders, a capital increase by way of incorporation of reserves whether or not with the issue of new shares, a capital increase in kind, a capital increase in cash with or without restriction or cancellation of the preferential subscription rights of the shareholders, the issuance of profit shares, convertible bonds, preferred shares, bonds cum warrants or conventional bonds or warrants, an amendment the provisions of the

articles of associations with regards to the distribution of the profits or the (net) liquidation proceeds or other rights attached to the common shares, a splitting of shares, a payment of dividend in shares, the dissolution of the Company, a legal merger, a legal demerger or a contribution or transfer of a totality or a branch of activity whether or not combined with the exchange of shares. The Company may pass such resolutions even if these implied or may imply that the benefits for the Warrant Holder arising from the issuance and the Warrant exercise provisions or the law may be reduced unless such reduction is, in an obvious way, the sole objective of such a resolution.

However, in the event of a merger or demerger, the Board of Directors has an obligation of means to ensure that the Warrants outstanding at the date of these transactions will be adjusted in accordance with the exchange ratio applied to the Company’s existing shares.

Moreover, in case of a capital reduction or any similar transaction resulting into a decrease of the Company’s equity as a result of a decision of the shareholders taken by the general assembly, the exercise price of the Warrants may be modified by decision of the Board of Directors notified to the Beneficiaries in order to compensate for the loss of value resulting from the equity decrease. The possible amendment will be applicable as soon as the Beneficiaries have been notified, without them having to formally accept it.

The number of shares corresponding to the Warrants will be adjusted to reflect and take into account any increase or decrease in the number of shares of the Company resulting from a demerger or regrouping, as the case may be.

2.9.2

If the Company were to increase its capital by way of a contribution in cash without cancellation of the preferential rights before the final exercise date of the Warrants, the Warrant Holders will be able to exercise their Warrants immediately and to take part in the new issuance since this right belongs to the existing shareholders. In this case, the exercise and the payment of the exercise price shall, in accordance with the abovementioned point 2.6, take place at the latest three working days before the beginning of the subscription period concerning this increase of capital.

In the case of an anticipated exercise of the Warrants in these circumstances, the subscribed shares will remain registered and non-transferable. Upon expiration of the deadlines defined conforming the abovementioned point 2.3, these will become transferable for the quantities corresponding to the amount of Warrants that can be exercised on those deadlines and that may be converted into dematerialized shares.

2.10.

End of labor agreement

2.10.1.

If the Warrant Holder loses his status of Beneficiary according to the abovementioned article 4.1 due to (i) dismissal or revocation (except for serious cause by the Beneficiary) (ii) voluntary termination or (iii) when no longer being part of the Company:

•

none of the Warrants granted can be exercised if he/she loses the status of Beneficiary before the first anniversary of the Offer Date;

•

the Warrants that have not yet been exercised remain in the possession of the Beneficiary and can be exercised according to point 2.3, at the following rate:

•

33% of the Warrants granted if he/she loses the status of Beneficiary before the second anniversary of the Offer Date;

•

66% of the Warrants granted if he/she loses the status of Beneficiary before the third anniversary of the Offer Date;

it being understood that the other Warrants cannot be exercised;

•

100% of the Warrants granted if he/she loses the status of Beneficiary after the third anniversary of the Offer Date.

The Warrants that cannot be exercised by the Beneficiaries will become by right null and void for them and will be automatically cancelled.

The Warrants that can be exercised according to point 2.10.1 will have to be exercised during the next exercise period mentioned in article 2.3. In default thereof, the Warrants that will not have been exercised by the Beneficiaries at the end of this next exercise period will by right become null and void for them and will be automatically cancelled.

2.10.2.

If the Warrant Holder loses his/her status of Beneficiary according to point 2.1 because of a dismissal or revocation for serious cause (by the Warrant Holder), all the Warrants that have not been exercised on the day he/she loses his/her status of Beneficiary will by right become null and void for them and will be automatically cancelled.

2.10.3.

In case of decease of the Beneficiary, the rightful claimants will be able to exercise the Warrants at the moment and according to the arrangements defined in point 2.10.1 (mutatis mutandis).

2.10.4.

If the Beneficiary loses his/her status because of a legal retirement or end of career, the Warrants can be exercised at the moment and according to the arrangements defined by the issuance terms (see point 2.3).

2.10.5.

With regards to the people enjoying the status of Beneficiary because they are Director or provide products or services to the Company as a self-employed but on a regular basis (or, when appropriate, via a management or services company), the words “dismissal or revocation” and “voluntary termination” refer to the various hypotheses in which a contract for the delivery of these products or services is being terminated permanently either by the Company or by the Beneficiary or the management or services company. The words “serious cause” refer to the hypothesis in which this termination is based on a serious breach by the Beneficiary or the management or services company of their contractual obligations.

2.11.

Labor contract suspension

In case the labor contract is suspended for more than six months in total, the consequences of said suspension on the rights related to the Warrants granted by the Company will be determined individually by the Company.

2.12.

Statutory regime

This Warrants Offer is governed by Belgian law. The courts and tribunals of the region where the headquarters are located shall have sole authority to resolve any dispute concerning this Offer, the issuance or the exercise of Warrants.

Exhibit 99.3

WARRANT PLAN 2017

CONDITIONS OF EXERCISE

Offer for a maximum of 520.000 Warrants

for the Beneficiaries of the Company’s Warrant Plan

Definitions


Beneficiaries		Certain employees, services providers, members of the Board of Directors and management members of the Company, such as identified by the Company’s Board of Directors;

Compensation Committee		The Company’s nomination and compensation committee, such as instituted by the Board of Directors;

Board of Directors		The Company’s Board of Directors;

Offer Date		The date of the written communication concerning the Offer to the Beneficiaries;

Warrant Holder		A person registered in the Company’s Warrant register as a holder of one or more Warrants;

Offer		The Warrant offer;

Exercise period		The exercise period during which the Warrant Holder can exercise the granted Warrants (as described in article 2.3) in the purpose of acquiring Company shares;

Warrant Plan		This Warrant plan implemented by the Company;

Company		Celyad SA;

Warrants		A maximum of 520,000 subscription rights offered free of charge to the Beneficiaries of the Offer;

1.	Issuance and allocation process of the Warrants

The conditions of the current Warrant Plan have been set up by the Board of Directors and approved by the general meeting of shareholders to be held on the 29 June 2017.

The Warrant Plan aims at formalizing the allocation and exercise conditions of the Warrants in accordance with the law of March 26, 1999.

The Board of Directors contemplates to issue Warrants destined to be allocated within the framework of the Warrant Plan through the authorized capital procedure, namely within the

respect of provisions 583, 596 and 598 of the Company Code. The special report shall be established pursuant to provision 583 of the Company Code and was submitted, prior to any decision of issuance of the Warrants, to the FSMA for approval.

The Beneficiaries list shall be established by the Board of Directors upon proposal of the Compensation Committee.

2.	Information concerning the Warrant Offer

2.1.	Identification of the Beneficiaries of this Offer

The Offer is reserved to the Beneficiaries within the limits and in accordance with the allocation to be defined by the Company’s Board of Directors.

The following people can be seen as “Beneficiaries”:

•

any person having signed a permanent contract as an employee with the Company at the Offer Date;

•

any person providing products and services to the Company, as a self-employed person but on a regular basis or, when appropriate, via a management or services company; and

•

any Director, being executive or non-executive.

Every Beneficiary can be granted a certain number of Warrants in accordance with the allocation defined by the Board of Directors.

The Beneficiaries are invited to return the completed acceptance form to the Company, to the attention of Mr. Patrick Jeanmart, Chief Financial Officer, in such way as the Company may receive the acceptance form on the date which shall be communicated to them in the Offer at the latest. This Offer Date will be mentioned on the acceptance form that will be transmitted to each Beneficiary.

2.2.	Total number of Warrants

The total Offer concerns a maximum of 520,000 Warrants. Each Warrant shall entitle the Beneficiary to subscribe for one common share of the Company.

2.3.	Exercise period of the Warrants

The Warrants can be fully or partially exercised during the first month of each quarter starting January 1, 2021 and until the fifth anniversary of the issuance of the Warrants, for the employees and until the fifth anniversary of the issuance of the Warrants, for non-employees of the Company. Each Exercise period ends on the last working day of the month in question. These Exercise periods may be reduced by decision of the Board of Directors, however the exercise may not occur before the end of the third civil year following the Offer.

Notwithstanding the above, the Beneficiary shall have to comply, if need be, with the provisions related to the closed periods which could be applicable pursuant to, namely, the European Regulation n°596/2014 “Market Abuse” or to the “Dealing Code” of the Company.

Non- exercised Warrants at the end of the last Exercise period will become null and void.

In derogation of the preceding paragraphs, the Warrants can also be exercised for a fifteen days period starting from the announcement of the public bid by the FSMA in case of any public takeover bid of the Company’s shares.

2.4.	Issue price of the Warrants

The Warrants will be issued free of any cost and granted to the Beneficiaries. The Warrants are subject to the law of March 26, 1999 (insofar as the Beneficiary is subject to this law).

2.5.	Exercise price of the Warrants

2.6.	Mode of exercise of the Warrants

A Warrant that may be exercised will be considered as exercised once the Company has received the following:

(i)	a written notification in the form defined by the Company, stipulating that a Warrant or a number of Warrants is being exercised;

(ii)	full payment for the exercise price of the exercised Warrants in Euro, by wire transfer, the number of which will be provided to each Beneficiary by the Committee;

(i)	if the Warrants are exercised by a person or persons other than the Warrant Holder, proof of the right of that person or persons to exercise the Warrant;

and

(ii)	the declarations and documents the Board of Directors or the Chief executive officer of the Company deems necessary or desirable in order to respect the applicable legal and regulatory requirements and of which the Board of Directors or the Chief executive officer requires the presentation.

All the abovementioned must be in the possession of the Company at the latest on the last day of the Exercise period concerned.

2.7.	Characteristics of the shares issued after the exercise of the Warrants

2.7.1.

General characteristics

The new shares issued within a reasonable period after the end of a Warrant Exercise period will be of the same kind and will enjoy the same rights as the shares existing at the Offer Date (without prejudice to what is being specified in point 2.9 hereunder). In accordance to what is being stipulated in point 2.9, the shares issued following the exercise of the Warrants will be common shares, provided that there are different categories of shares.

2.7.2.

Enjoyment

With regards to the exercise of the Warrants, the shares issued will have the same enjoyment as the other shares of the Company (without prejudice to what is being specified in point 2.9 hereunder).

2.7.3.

Availability

The shares issued due to the exercise of the Warrants shall be available within a reasonable timeframe after the end of the Exercise period in registered or dematerialized form by way of registration on an account at the Beneficiary’s choice.

2.7.4.

Transferability

The shares issued due to the exercise of the Warrants shall be transferable and subject to the same legal and/or statutory provisions as the other shares of the Company, without prejudice to what is being mentioned in point 2.9.2 hereunder.

2.7.5.

Costs concerning the delivery of the shares

If the shares are delivered on a securities account, the subscribed shares will be delivered free of charge insofar as the account is being held at a financial institution in Belgium.

2.8.	Form and delivery of the Warrants – Non-transferability

A share register mentioning the specific designation of each Warrant Holder and the number of his/her Warrants will be kept at the Company’s headquarters.

The Warrants are non-transferable inter vivos.

2.9.	Changes to the Company’s capital structure and strategic partnership

2.9.1

By way of derogation from article 501 of the Company code, and without prejudice to the legally prescribed exceptions, the Company may pass all resolutions that it deems necessary in relation to its capital, its articles of association or its management. Such resolutions may include, amongst others, capital reduction, with or without reimbursement for the shareholders, a capital increase by way of incorporation of reserves whether or not with the issue of new shares, a capital increase in kind, a capital increase in cash with or without restriction or cancellation of the preferential subscription rights of the shareholders, the issuance of profit shares, convertible bonds, preferred shares, bonds cum warrants or conventional bonds or warrants, an amendment the provisions of the articles of associations with regards to the distribution of the profits or the (net) liquidation proceeds or other rights attached to the common shares, a splitting of shares, a payment of dividend in shares, the dissolution of the Company, a legal merger, a legal demerger or a contribution or transfer of a totality or a branch of activity whether or not combined with the exchange of shares. The Company may pass such resolutions even if these implied or may imply that the benefits for the Warrant Holder arising from the issuance and the Warrant exercise provisions or the law may be reduced unless such reduction is, in an obvious way, the sole objective of such a resolution.

However, in the event of a merger or demerger, the Board of Directors has an obligation of means to ensure that the Warrants outstanding at the date of these transactions are adjusted in accordance with the exchange ratio applied to the Company’s existing shares.

2.9.2

If the Company were to increase its capital by way of a contribution in cash without suspension of the preferential rights before the final exercise date of the Warrants, the Warrant Holders will be able to exercise their Warrants immediately and to take part in the new issuance since this right belongs to the existing shareholders. In this case, the exercise and the payment of the exercise price shall, in accordance with the abovementioned point 2.6, take place at the latest three working days before the beginning of the subscription period concerning this increase of capital.

In case of an event that should normally have made the Beneficiary lose his right to partially or totally exercise his/her Warrants and occurring during this period of non-transferability (see point 2.10 hereunder), the Company will have the right to redeem the shares resulting from the anticipated exercise of these Warrants at a price corresponding to the exercise price for said Warrants (provided that the legal dispositions for the redemption of the shares are met). In this case, this exercise and the payment of the exercise price shall, in accordance with the modalities defined in point 2.6 above, take place at the latest three working days before the beginning of the subscription period concerning the capital increase.

2.9.3

In the event of a “Strategic Partnership” with an important industrial actor, active in the life-science sector, and if the “Strategic Partnership” is qualified as such by the Board of Directors before the beginning of the Exercise period of the Warrants as defined in point 2.3, the Warrant Holders shall have the possibility to exercise those Warrants immediately during an additional exercise period, the duration of which shall be determined by the Board of Directors.

2.10.

End of labor agreement

2.10.1.

If the Warrant Holder loses his status of Beneficiary according to the abovementioned article 2.1 due to (i) dismissal or revocation (except for serious cause by the Beneficiary) (ii) voluntary termination or (iii) when no longer being part of the Company:

•

none of the Warrants granted can be exercised if he/she loses the status of Beneficiary before the first anniversary of the Offer Date;

•

the Warrants that have not yet been exercised remain in the possession of the Beneficiary and can be exercised according to point 2.3, at the following rate:

•

33% of the Warrants granted if he/she loses the status of Beneficiary before the second anniversary of the Offer Date;

•

66% of the Warrants granted if he/she loses the status of Beneficiary before the third anniversary of the Offer Date;

it being understood that the other Warrants cannot be exercised;

•

100% of the Warrants granted if he/she loses the status of Beneficiary after the third anniversary of the Offer Date.

The Warrants that cannot be exercised by the Beneficiaries will become by right null and void for them and will be automatically cancelled.

2.10.2.

2.10.3.

In case of decease of the Beneficiary, the rightful claimants will be able to exercise the Warrants at the moment and according to the arrangements defined in point 2.10.1 ( mutatis mutandis ).

2.10.4.

2.10.5.

2.11.

Labor contract suspension

2.12.

Statutory regime