Faron Pharmaceuticals: The Finnish Financial Supervisory Authority has approved Faron's rights offering prospectus

Faron Pharmaceuticals OyAnnouncement

11/03/2026 18:30

Faron Pharmaceuticals Ltd | Company announcement | March 11, 2026 at 20:20:00
EET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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.

TURKU, FINLAND – Faron Pharmaceuticals Ltd. (AIM: FARN, First North: FARON,
“Faron” or the “Company”) announced through a company announcement on 10 March
2026 a resolution by the Company’s Board of Directors on a fully committed
rights offering of approximately EUR 40 million (the “Offering”) as well as
the terms and conditions of the Offering. In the Offering, the Company will
offer for subscription, based on pre-emptive rights for existing shareholders,
a maximum of 80,000,000 new shares in the Company under the authorisation
granted by the Extraordinary General Meeting of the Company held on 2 March
2026 and a maximum of 158,126 treasury shares in the Company under the
authorisation granted by the Annual General Meeting of the Company held on 21
March 2025 (the “Offer Shares”) which may be represented by depository
interests (“DIs”) (“Offer DIs”).

The Finnish Financial Supervisory Authority has today on 11 March 2026
approved the Finnish language prospectus (the “Finnish Prospectus”) prepared
in relation to the Offering.

The Finnish Prospectus and the document incorporated therein by reference
(together, the “Offering Documents”), will be available on or about 11 March
2026 at the website of the Company at www.faron.fi/merkintaoikeusanti-2026.

The English language offering circular and the document incorporated therein
by reference will be available on or about 11 March 2026 on the website of the
Company at https://faron.com/rights-offering-2026/.

The subscription period for the Offer Shares will commence on 17 March 2026 at
10.00 a.m. (Finnish time) and expire on 2 April 2026 at 4.30 p.m. (Finnish
time). The subscription period for the Offer DIs will commence on 17 March
2026 at 8.00 a.m. (London time) and expire on 31 March 2026 at 11:00a.m.
(London time). The subscription rights are freely transferable, and they are
subject to trading on Nasdaq First North Growth Market Finland maintained by
Nasdaq Helsinki Ltd under the trading code “FARONU0126” (ISIN code:
FI4000602313) between 17 March 2026 and 27 March 2026, and in the form of DIs
on AIM under the trading code “FARONU0126” (ISIN code: FI4000602313), the
market of that name operated by London Stock Exchange plc between 17 March
2026 and 27 March 2026.

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.

Offering webcast

The Company will host a virtual offering webcast on Tuesday, 17 March 2026.
The offering webcast will be held in Finnish and English. The Finnish-language
webcast starts at 5 p.m. EET, and the English-language webcast starts at 6
p.m. EET. During the event, Faron’s Chief Executive Officer, Dr. Juho Jalkanen
and other members of Faron’s management team will provide an update on the
Company’s development plans and the rationale behind the Offering.

Finnish-language offering webcast registration link
(https://faron.videosync.fi/2026-03-fin/register)

English-language offering webcast registration link
(https://faron.videosync.fi/2026-03-eng/register)

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