REG - Faron Pharma. Oy - Binding commitments for convertible loans

Faron Pharmaceuticals OyAnnouncement

04/03/2024 07:00

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RNS Number : 4276F  Faron Pharmaceuticals Oy  04 March 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS IT FORMS PART OF
DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 ("UK MAR").

 

 

Faron Pharmaceuticals Ltd

("Faron" or the "Company")

 

Inside Information: The Company has received binding commitments for
convertible loans in the total amount of EUR 3.2 million enabling the Company
to make critical payments and to continue preparing alternative short- and
long-term financing options.

 

 

Company announcement, 4 March 2024 at 7:00 a.m. GMT / 9:00 a.m. EET

Inside information

 

Key highlights

-       Binding commitments for convertible loans obtained from certain
existing shareholders allowing the Company to make critical payments to third
parties under agreed waivers with IPF.

-       Active participation in the round by early investors of the
Company.

-       Receipt of the EUR 3.2 million committed funding enables the
Company to secure its immediate short-term financing needs until the end of
March 2024, in addition to which approximately EUR 5 million of further
short-term bridge financing is required.

-       The Company continues active endeavors and is in continuous
discussions to secure longer term funding. In addition to the short-term
bridge financing, the Board intends to propose to the Annual General Meeting
an authorization for a larger share issue.

-       The next BEXMAB readout will be provided to markets in
mid-March. To complete the enrolment of the phase 2 of the BEXMAB study with
interim and final readouts and to obtain regulatory feedback from the FDA, the
Company expects to need EUR 35 million in total.

-       The unaudited total cash and cash equivalents held by the
Company was ca. EUR 4.3 million as of 19 February 2024. The Company further
provides certain unaudited preliminary financial information in the
announcement.

 

TURKU, FINLAND / BOSTON, MA - Faron Pharmaceuticals Ltd (First North: FARON,
AIM: FARN), a clinical stage biopharmaceutical company pioneering macrophage
reprogramming for effective anticancer immunotherapies, today announces that
it has obtained binding and irrevocable commitments amounting to a total of
EUR 3.2 million ("Commitments") from a limited number of the Company's
existing shareholders ("Investors") to subscribe for convertible loan
instruments to be issued by the Company ("Loans").

 

As was announced by the Company on 19 February 2024, the Company was in breach
of several undertakings agreed in the secured debt agreement with IPF Fund II
SCA, SICAV-FIAR ("IPF") as Lender and Faron Pharmaceuticals Ltd as Borrower
("Facilities Agreement"), and as a result of such Events of Default, IPF
blocked the Company's bank accounts which are pledged to IPF.

 

Based on the Commitments, IPF has allowed the Company to make certain critical
payments and, upon the Company's receipt of the Loan funds in full no later
than 8 March 2024, agreed to waive certain Events of Default under the terms
of the Facilities Agreement ("Waiver") and to unblock the Company's bank
accounts, allowing the Company to make payments to third parties without a
separate consent from IPF. The Loans are fully subordinated to the Facilities
Agreement and the Company will not make any extraordinary payments to IPF
other than agreed waiver fees. As part of the Waiver the minimum cash covenant
will be lowered to EUR 4.5 million until 30 April 2024 and thereafter it
returns to the previously agreed level. In accordance with the Waiver, the
Company shall issue to IPF additional special rights which entitle them to
subscribe for new ordinary shares in the Company ("Warrants"), with an
exercise price equal to the volume-weighted average price of the Company's
share during the three trading days preceding the date of the Waiver ("Strike
Price"). The number of Warrants is calculated by dividing 10% of the original
loan amount (EUR 10 million) by the Strike Price. The Warrants are exercisable
for a period of seven years and the Company will separately publish an
announcement on the issuance of the Warrants. Simultaneously, the Company and
IPF have agreed on certain amendments to the fee structure under the
Facilities Agreement.

 

Receipt of the EUR 3.2 million pursuant to the Loans enables the Company to
secure its immediate short-term financing needs until the end of March 2024.
The Company continues active endeavors and is in discussions to secure its
short and longer-term financing needs, including first additional bridge
financing of approximately EUR 5 million, to secure publishing of the
Company's annual accounts for the year 2023 on 13 March 2024 and continued
compliance with the cash covenants agreed in the Waiver.

 

Further, the Board of Directors of Faron intends to propose to the Annual
General Meeting (scheduled to be held on 5 April 2024) an authorization for a
larger share issue, contemplated to be launched as a public offering (with
planned allocation preferences to existing shareholders and bridge finance
lenders (including the Investors to enable the conversion of the Loans) and in
compliance with the relevant securities markets regulation) as soon as
practicable once the required preparations and approvals are in place. The
receipt of long-term financing is necessary to secure funding for 2024 and
especially the uninterrupted continuation of the Company's BEXMAB study to
full read out of the Phase II study and FDA feedback on registrational study
design during 2024. The targeted size of the contemplated share issue is
planned to be set accordingly, to meet these cash runway needs for 2024. The
Company is also evaluating and continuously negotiating several business
development alternatives that may result in non-dilutive funding.

 

"This fundraise will enable us to meet our immediate financing needs and
continue our ambitious bexmarilimab development program, with a focus on
delivering next milestones," said Dr. Markku Jalkanen, Chief Executive Officer
of the Company. "These funds are part of the larger financing plan to secure
cash runway for 2024 and to complete Phase II study and receive FDA's guidance
for the pivotal study part. We would like to thank support from our investors
in developing this novel immunotherapy, especially for myeloid leukemia with
very few treatment options". To support the Company's short-term financing,
the Company's CEO has agreed to give up his salary for the coming three
months.

 

The Company expects to publish the next BEXMAB phase I read out in mid-March
with special focus on durability of bexmarilimab efficacy on HMA-failed MDS
patients known to have very short life expectancy post HMA failure. To
complete the enrolment into the ongoing phase 2 of the BEXMAB study, to
produce interim and final readouts from the study and to get regulatory
feedback from the FDA, the Company expects to need EUR 35 million in total.

 

The unaudited total cash and cash equivalents held by the Company was ca. EUR
4.3 million as of 19 February 2024. The Company also provides the following
preliminary, unaudited financial information: on 19 February 2024 the
Company's gross debts were around EUR 13.8 million and net debts around EUR
9.4 million. The Company's financial statements bulletin for the financial
year ended 31 December 2023 is planned to be published on 13 March 2024
subject to the receipt of the approximately EUR 5 million of additional bridge
financing.

 

DETAILS OF THE EUR 3.2 MILLION LOAN ARRANGEMENT

 

In accordance with the Commitments from several Investors, the Company will by
8 March 2024 obtain Loans amounting to a total of approximately EUR 3.2
million which are fully subordinated to the Facilities Agreement. The Loans
shall be converted to new shares in the Company as a part of (and at the
subscription price of) the next investment round where shares or other equity
securities are issued by the Company to existing shareholders and/or new
third- party investors, with a minimum size of EUR 8 million ("Investment
Round"). In the event that the subscription price in such Investment Round
exceeds EUR 1.50 per share, an Investor shall have the right to postpone the
conversion of the Loan until 10 June 2024 ("Due Date"). In the event that
there is no Investment Round by the Due Date (or the subscription price of the
Investment Round exceeds EUR 1.50 per share and the respective Investor has
decided to postpone the conversion of the Loan) and the Loan has not been
otherwise repaid prior to the Due Date (subject to a subordination agreement
to be entered into between the Investors, the Company and IPF), then the Loan
shall be at the request of the Investor converted into new shares in the
Company in connection with the Due Date. In such case, the subscription price
per share shall be EUR 1.50 per share. However, if then the Lender elects not
to exercise its conversion right on the Due Date, (such option being only
available if there has not been any Investment Round), the Due Date of the
Loan will automatically be extended until 31 December 2024 ("Final Due Date").
On such Final Due Date, the Loan shall be either repaid in full in cash,
subject to the terms of the subordination agreement, or converted into new
shares in the Company with the subscription price of EUR 1.50 per share,
subject to a valid share issue authorization being in place. In case the Loan
is converted before the Due Date, each Investor is entitled to an arrangement
fee of 15% of its respective Loan amount. If conversion has not taken place
prior to the Due Date, the arrangement fee will be 30% of the Investor's
respective Loan amount. No interest shall be payable on the Loan if a
conversion takes place before 30 May 2024, and thereafter the interest will be
12% + 3-months Euribor and paid subject to the subordination agreement.

 

RELATED PARTY TRANSACTION

 

Timo Syrjälä, an existing shareholder in the Company, has committed to
participate in the Loan in the amount of EUR 600,000. Mr. Syrjälä's total
holding in the Company's shares, which includes his indirect holding through
Acme Investments SPF Sarl ("Acme"), an entity wholly owned by Mr. Syrjälä,
is on the date of this release 13,410,336 shares, representing 19.5 % of all
shares and votes in the Company. Mr Syrjälä is a "Substantial Shareholder"
in the Company for the purposes of the AIM Rules for Companies (the "AIM
Rules"). His commitment to participate in the Loan is a related party
transaction for the purposes of the AIM Rules, the First North Rulebook and
the Finnish Limited Liability Companies Act. The members of the Board of
Directors of the Company, all of whom are independent of Mr. Syrjälä, having
consulted with Cairn Financial Advisers LLP, the Company's nominated adviser
for the purposes of the AIM Rules, consider the terms of the participation by
Mr. Syrjälä in the Loan to be fair and reasonable insofar as shareholders
are concerned.

 

 

For more information please contact:

 

Investor Contact, US

LifeSci Advisors

Daniel Ferry

Managing Director

daniel@lifesciadvisors.com

+1 (617) 430-7576

 

Investor Contact, EUR

Faron Pharmaceuticals

Yrjö E K Wichmann

SVP, Funding & Investor Relations

yrjo.wichmann@faron.com

investor.relations@faron.com

Phone: +358 (0) 40 5868 979

 

Cairn Financial Advisers LLP, Nomad

Sandy Jamieson, Jo Turner

Phone: +44 (0) 207 213 0880

 

Sisu Partners Oy, Certified Adviser on Nasdaq First North

Juha Karttunen

Phone: +358 (0)40 555 4727

Jukka Järvelä

Phone: +358 (0)50 553 8990

 

ICR Consilium

Mary-Jane Elliott, David Daley, Lindsey Neville

faron@consilium-comms.com

Phone: +44 (0)20 3709 5700

 

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT
AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE LOANS, ANY
SECURITIES ISSUED UPON CONVERSION OF THE LOANS AND ANY SECURITIES ISSUED IN
THE INVESTMENT ROUND (COLLECTIVELY, 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 SECURITIESIN 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 "QUALIFIED INSTITUTIONAL BUYERS"
AS DEFINED IN RULE 144A IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE U.S. SECURITIES ACT.

 

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 targeting 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
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.faron.com%2F&data=05%7C01%7C%7Ca4ae0afa96854c5c5f2a08db771ae20d%7Ca2d9b7a432f64a96b03727499230d5fd%7C1%7C0%7C638234729855975666%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=%2FNadoN9wXIGZtfCkFVuLSTXPpNg3%2BBXoRfIQaIPce6k%3D&reserved=0)
.

 

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 Directors' current expectations
and assumptions regarding the completion and use of proceeds from the Placing,
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 Directors' current
beliefs and assumptions and are based on information currently available to
the Directors.

 

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 Directors believe 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 or any relevant AIM Rule
requirements, 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.

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