Faron Pharmaceuticals: Faron publishes final results of its EUR 40.1 million rights issue

Faron Pharmaceuticals OyAnnouncement

Yesterday 18:30

Faron Pharmaceuticals Ltd | Company announcement | April 09, 2026 at 20:25:00
EEST

Faron publishes final results of its EUR 40.1 million rights issue

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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO ACQUIRE ANY SECURITIES. PLEASE SEE THE IMPORTANT NOTICES AT THE END
OF THIS ANNOUNCEMENT.

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON,
“Faron” or the “Company”) today announces the final results of the fully
committed rights offering of approximately EUR 40.1 million (the "Offering")
consisting of up to 80,158,126 offer shares (the “Offer Shares”).

Results of the Offering:
The subscription period for the Offer Shares on Nasdaq First North Growth
Market Finland (“First North”) ended on 2 April 2026 and the subscription
period for the Offer DIs on AIM (“AIM”) ended on 31 March 2026. According to
the final results of the Offering, a total of 41,944,771 Offer Shares, which
may be represented by depository interests (“DIs”) (“Offer DIs”), were
subscribed for in the Offering, corresponding to approximately 52.33 per cent
of the total number of 80,158,126 Offer Shares.

From the Offer Shares, a total of 38,756,007 Offer Shares were subscribed for
with subscription rights and a total of 3,188,764 Offer Shares were subscribed
for without subscription rights, excluding the Cornerstone Commitments (as
defined below). The subscription price in the Offering was EUR 0.50 per Offer
Share. In addition, as announced by the Company on 10 March 2026, certain
investors have agreed to subscribe for Offer Shares that have not been
subscribed for in the Offering pursuant to the subscription rights for an
aggregate amount of EUR 6.9 million representing 17.1 per cent of the Offer
Shares (together the "Cornerstone Commitments"). The variance compared to the
previously communicated Cornerstone Commitments of EUR 7.1 million is
attributable to one investor having satisfied its cornerstone commitment
through the exercise of its subscription rights in the Offering.

In total, the Cornerstone Commitments and the primary and secondary
subscriptions correspond to approximately 70 per cent of the total Offering.
The remaining 24,471,573 shares will be allocated to investors who have
previously agreed to subscribe for any Offer Shares not otherwise subscribed
and paid for pursuant to the subscription rights or in the secondary
subscription (“Subscription Guarantees”).

Total gross proceeds

In total, the Company will receive gross proceeds of approximately EUR 40.1
million from the Offering with net proceeds amounting to approximately EUR
32.8 million, taking into account transaction costs, including fees payable to
the subscription guarantors for the guarantees, in connection with the
Offering. The net proceeds will be used, among others, to strengthen the
Company’s financial position, to run a randomized, 90-patient Phase II trial
in frontline high risk myelodysplastic syndrome (“HR MDS”) with bexmarilimab
in combination with azacitidine as well as to accelerate the development of
its lead asset bexmarilimab by providing it to up to five
investigator-initiated trials (“IIT”).

The Board of Directors of the Company has approved the subscriptions made in
the Offering. Allotment of the Offer Shares will be made in accordance with
the terms and conditions of the Offering. As a result of the Offering, the
total number of shares in Faron Pharmaceuticals will increase by 80,000,000
from 119,472,660 to 199,472,660, which includes 3,530,573 treasury shares. The
Offer Shares issued amount to approximately 67.1 per cent of the outstanding
shares in the Company following the Offering. The Offer Shares confer the same
rights as the Company’s other shares, after being registered with the Trade
Register and in the Company’s shareholder register as described below. Faron
will not conduct a directed share issue in connection with the Offering.

Other matters

In respect of the Offering, the last day of trading in the interim shares on
First North will be on or about 14 April 2026. The last day of trading in DIs
representing the interim shares on AIM will be on or about 14 April 2026. The
interim shares will be combined with the existing shares of the Company on or
about 14 April 2026. The Offer Shares will confer the same rights as the
Company’s existing shares, after being registered with the Finnish Trade
Register on or about 14 April 2026. Trading in the new Offer Shares on First
North and in the Offer DIs on AIM is expected to commence on First North and
AIM on or about 15 April 2026 subject to the admission of the Offer Shares to
trading on First North and AIM. Those Offer Shares that are issued based on
the Cornerstone Commitments and Subscription Guarantees are first issued to
the Company itself and are expected to be registered to the Finnish Trade
Register on or about 10 April 2026. Thereafter these Offer Shares will be
further conveyed to the cornerstone investors and guarantors with payment and
settlement (delivery against payment of the subscription price in full)
expected to be completed on or about 14 April 2026. Trading is expected to
commence on or about 14 April 2026 subject to the admission to trading on
First North and AIM.

In connection with approving the subscriptions made in the Offering, the
Company's Board of Directors has resolved to issue a total of 1,500,000 new
additional warrants to IPF SICAV-FIAR (“IPF”) and to adjust the strike price
of all warrants issued to IPF to be equal to the subscription price of EUR 0.5
used in the Offering. In total IPF will hold 3,319,944 warrants after these
additional warrants have been delivered.

Stifel Europe Securities SAS acts as the sole global coordinator and
bookrunner in respect of the Offering (the “Sole Global Coordinator and
Bookrunner”). Roschier, Attorneys Ltd. acts as the Company’s legal adviser in
Finland and Freshfields LLP acts as the Company’s legal adviser as to U.S.
federal securities law and U.K. law. Krogerus Attorneys Ltd acts as the Sole
Global Coordinator and Bookrunner’s legal adviser in Finland and Milbank LLP
acts as the Sole Global Coordinator and Bookrunner’s legal adviser in the
United Kingdom and the United States. IR Partners Oy acts as the Company’s
communications adviser.

Faron Pharmaceuticals Ltd

For more information please contact:

+-------------------------------------+--------------------------------------+
| IR Partners, Finland                | +358 50 553 9535 / +44 7 469 766 223 |
| (Media)                             |         kare.laukkanen@irpartners.fi |
| Kare Laukkanen                      |                                      |
+-------------------------------------+--------------------------------------+
| Cairn Financial Advisers LLP        |                 +44 (0) 207 213 0880 |
| (Nominated Adviser and Broker)      |                                      |
| Sandy Jamieson, Jo Turner           |                                      |
+-------------------------------------+--------------------------------------+
| Stifel Europe Securities SAS        |        pierre.kiecoltwahl@stifel.com |
| (Sole Global Coordinator and        |                    +33 6 30 57 58 82 |
| Bookrunner)                         |           vincent.meunier@stifel.com |
| Pierre Kiecolt-Wahl                 |                    +33 6 30 56 10 06 |
| Vincent Meunier                     |                                      |
|                                     |                                      |
+-------------------------------------+--------------------------------------+
| Sisu Partners Oy                    |                  +358 (0)40 555 4727 |
| (Certified Adviser on Nasdaq First  |                  +358 (0)50 553 8990 |
| North)                              |                                      |
| Juha Karttunen                      |                                      |
| Jukka Järvelä                       |                                      |
+-------------------------------------+--------------------------------------+

About BEXMAB

The BEXMAB study is an open-label Phase I/II clinical trial investigating
bexmarilimab in combination with standard of care (SoC) in the aggressive
hematological malignancies of acute myeloid leukemia (AML) and myelodysplastic
syndrome (MDS). The primary objective is to determine the safety and
tolerability of bexmarilimab in combination with SoC (azacitidine) treatment.
Directly targeting Clever-1 could limit the replication capacity of cancer
cells, increase antigen presentation, ignite an immune response, and allow
current treatments to be more effective. Clever-1 is highly expressed in both
AML and MDS and associated with therapy resistance, limited T cell activation
and poor outcomes.

About bexmarilimab
Bexmarilimab is Faron’s wholly owned, investigational immunotherapy designed
to overcome resistance to existing treatments and optimize clinical outcomes,
by targeting myeloid cell function and igniting the immune system.
Bexmarilimab binds to Clever-1, an immunosuppressive receptor found on
macrophages leading to tumor growth and metastases (i.e. helps cancer evade
the immune system). By targeting the Clever-1 receptor on macrophages,
bexmarilimab alters the tumor microenvironment, reprogramming macrophages from
an immunosuppressive (M2) state to an immunostimulatory (M1) one, upregulating
interferon production and priming the immune system to attack tumors and
sensitizing cancer cells to standard of care.

About Faron Pharmaceuticals Ltd
Faron (AIM: FARN, First North: FARON) is a global, clinical-stage
biopharmaceutical company, focused on tackling cancers via novel
immunotherapies. Its mission is to bring the promise of immunotherapy to a
broader population by uncovering novel ways to control and harness the power
of the immune system. The Company’s lead asset is bexmarilimab, a novel
anti-Clever-1 humanized antibody, with the potential to remove
immunosuppression of cancers through reprogramming myeloid cell function.
Bexmarilimab is being investigated in Phase I/II clinical trials as a
potential therapy for patients with hematological cancers in combination with
other standard treatments. Further information is available at www.faron.com.

Important notice
This announcement is not an offer of securities for sale into the United
States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or indirectly,
in or into or from the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. There is no intention to
register the securities in the United States or to make a public offering in
the United States. Any sale of the securities in the United States will be
made solely to a limited number of "qualified institutional buyers" as defined
in Rule 144A in reliance on an exemption from the registration requirements of
the Securities Act.

The distribution of this announcement may be restricted by law and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such relevant legal
restrictions. The information contained herein is not for publication,
distribution or release, directly or indirectly, in or into the United States,
Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of
South Africa or any other jurisdiction in which the distribution, publication
or release would be unlawful. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such aforementioned
jurisdiction. This announcement is not directed to, and is not intended for
distribution to or use by, any person or entity that is a citizen, resident or
located in any locality, state, country or other jurisdiction where such
distribution, publication, availability or use would violate law or regulation
or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to
and is only directed at "qualified investors" in that Member State within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus
Regulation").

In the United Kingdom, this announcement is only directed at (a) members of
the Company; and (b) "qualified investors" within the meaning of paragraph 15
of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024
(the "POATR") who are also (i) persons having professional experience in
matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together
being "Relevant Persons"). This announcement must not be acted on or relied on
in the United Kingdom by persons who are not Relevant Persons. Persons
distributing this announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this announcement relates
is only available to Relevant Persons in the United Kingdom and will only be
engaged in with such persons.

In the United Kingdom, no prospectus, offering memorandum, offering document
or admission document has been or will be made available in connection with
the matters contained or referred to in this announcement and no such document
is required to be published (in accordance with the POATR or the AIM Rules of
the London Stock Exchange). This announcement has not been approved by the
Financial Conduct Authority (the "FCA") or the London Stock Exchange.

No part of this announcement, nor the fact of its distribution, should form
the basis of, or be relied on in connection with, any contract or commitment
or investment decision whatsoever. The information contained in this release
has not been independently verified. No representation, warranty or
undertaking, expressed or implied, is made as to, and no reliance should be
placed on, the fairness, accuracy, completeness or correctness of the
information or the opinions contained herein. The Company or any of its
respective affiliates, advisors or representatives or any other person, shall
have no liability whatsoever (in negligence or otherwise) for any loss,
however arising from any use of this release or its contents or otherwise
arising in connection with this release. Each person must rely on their own
examination and analysis of the Company, its subsidiaries, its securities and
the transactions, including the merits and risks involved.

The Sole Global Coordinator and Bookrunner is acting exclusively for the
Company and no one else in connection with the Offering. It will not regard
any other person as their respective client in relation to the Offering. It
will not be responsible to anyone other than the Company for providing the
duties afforded to its respective clients, nor for giving advice in relation
to the Offering or any transaction or arrangement referred to herein.

Caution regarding forward-looking statements

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. Forward-looking statements are identified by their
use of terms and phrases such as ''believe'', ''could'', "should", "expect",
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'',
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Company's current expectations and
assumptions regarding the completion and use of proceeds from the Offering,
the Company's future growth, results of operations, performance, future
capital and other expenditures (including the amount, nature and sources of
funding thereof), competitive advantages, business prospects and
opportunities. Such forward-looking statements reflect the Company's current
beliefs and assumptions and are based on information currently available to
the Company.

A number of factors could cause actual results to differ materially from the
results and expectations discussed in the forward-looking statements, many of
which are beyond the control of the Company. In addition, other factors which
could cause actual results to differ materially include the ability of the
Company to successfully licence its programmes, risks associated with
vulnerability to general economic and business conditions, competition,
environmental and other regulatory changes, actions by governmental
authorities, the availability of capital markets or other sources of funding,
reliance on key personnel, uninsured and underinsured losses and other
factors. Although any forward-looking statements contained in this
announcement are based upon what the Company believes to be reasonable
assumptions, the Company cannot assure investors that actual results will be
consistent with such forward-looking statements. Accordingly, readers are
cautioned not to place undue reliance on forward-looking statements. Subject
to any continuing obligations under applicable law, in providing this
information the Company does not undertake any obligation to publicly update
or revise any of the forward-looking statements or to advise of any change in
events, conditions or circumstances on which any such statement is based