REG - Faron Pharma. Oy - Proposed Issue and Placing

Faron Pharmaceuticals OyAnnouncement

26/01/2023 16:30

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RNS Number : 0180O  Faron Pharmaceuticals Oy  26 January 2023

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, 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
THE EU REGULATION 596/2014 ("MAR") AND ARTICLE 7 OF MAR AS INCORPORATED INTO
UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK
MAR").

 

 

Faron Pharmaceuticals Ltd

("Faron" or the "Company")

 

Proposed Issue and Placing of approx. EUR 11.0 million by way of an
accelerated book-building

 

 

Company announcement,26 January 2023 at 4:30 p.m. GMT / 6:30 p.m. EET

Inside information

 

KEY HIGHLIGHTS

·      A proposed private placement of newly issued treasury shares
("Placing Shares") to raise approximately EUR 11.0 million, to be conducted by
way of an accelerated book-building, directed to a limited number of
institutional and other investors.

·      The Leukemia & Lymphoma Society Therapy Acceleration
Program® ("LLS TAP") and Mr Timo Syrjälä have provided non-binding
indications for a substantial amount of the placing, subject to the minimum
total amount of EUR 8.0 million being raised and certain other customary
conditions.

·      The placing is conditional upon raising a minimum of EUR 8.0
million. Subject to the Company raising the minimum amount, the Company will
have sufficient funding for its working capital needs into May 2023 and be
able to meet its financial and operational covenants by 31 January 2023, as
per agreed waivers with IPF Partners. The total cash and cash equivalents held
by the Company as of 31 December 2022 was ca. EUR 7.0 million.

·      Significant majority of the net proceeds of the placing would be
used for the acceleration of the bexmarilimab clinical development program and
manufacturing.

·      Carnegie Investment Bank AB (publ), Finland Branch ("Carnegie")
is acting as sole bookrunner and lead manager in the placing.

 

TURKU, FINLAND / BOSTON, MA - Faron Pharmaceuticals Ltd (First North: FARON,
AIM: FARN), a clinical stage biopharmaceutical company focused on building
the future of immunotherapy by harnessing the power of the immune system to
tackle cancer and inflammation, today announces a proposed private placement
to raise approximately EUR 11.0 million before expenses to a limited number of
institutional investors and other investors ("Placing"). Carnegie is acting as
sole bookrunner and lead manager in the Placing.

 

The Placing will be conducted in a private placement by way of an accelerated
book-building process in which selected investors may submit bids for the
Placing Shares (the "Bookbuild"). The subscription price per Placing Share is
to be determined on the basis of the bids received in the Bookbuild in EUR.
The Bookbuild is expected to commence immediately following this announcement
and is expected to end by 9:00 a.m. EET on 27 January 2023 at the latest. The
Bookbuild may be discontinued or extended at any time during the book-building
process. Following the close of the Bookbuild, the Board of Directors of Faron
(the "Board") will first make the decision to issue the relevant number of
treasury shares to Faron itself without consideration, followed by the
decision to then convey such Placing Shares, including, as applicable,
acceptance of the received bids, the number of Placing Shares to be conveyed
to investors and the subscription price per Placing Share (the "Issue Price"),
subject to the registration of the Placing Shares in the Finnish Trade
Register. The Company has received non-binding indications of interest from
potential investors to subscribe for the Placing Shares under the Placing
during a pre-marketing process. In addition, the Company has obtained
non-binding indications for a substantial amount of the Placing from LLS TAP
and Mr. Timo Syrjälä, both subject to certain customary conditions.

 

As soon as practicable after the close of the Bookbuild, and following receipt
of binding commitments from investors, an announcement will be made on the
final number of the Placing Shares to be issued first to Faron itself without
consideration and then to be conveyed to investors in the Placing, the
expected registration date of the Placing Shares and the Issue Price.

 

Further details on the terms and conditions of the Placing are set out below.
The Placing Shares are expected to be admitted to trading on Nasdaq First
North Growth Market Finland ("First North") and AIM ("AIM") in London as set
out below.

 

"This fundraise will enable us to accelerate our ambitious bexmarilimab
development program, with a specific focus on advancing our combination trials
in both solid tumors and hematologic malignancies," said Dr. Markku Jalkanen,
Chief Executive Officer of Faron. "Far too many patients are not benefiting
from recently approved treatments because their immune system simply does not
recognize and mount a defense against their cancer. By converting highly
immunosuppressive M2 macrophages to immune stimulating M1 macrophages,
bexmarilimab is capable of igniting an immune response in these patients,
which we think will be amplified when used as part of a combination regimen."

 

REASONS FOR THE PROPOSED PLACING

 

The development of bexmarilimab has advanced significantly over the past 12 -
18 months and the furthering of its development provides an opportunity to
build additional value for shareholders. The proceeds of the Placing are to be
used to advance the development of the Company's pipeline of drug candidates
and to strengthen the financial position of the Company. Raising at least EUR
8.0 million is required to secure that the Company meets all its financial and
operational covenants by 31 January 2023, as per agreed waivers with IPF
Partners.

 

·      Bexmarilimab Development (approximately 87%)

o  Complete Part I of the BEXMAB combination trial with AML/MSD patients with
an anticipation to accelerate the most promising indication

o  Initiate BEXCOMBO with PD-1 blockade that was recently approved by FIMEA

o  Conclude MATINS trial for FDA Meeting to obtain advice for pivotal pathway
with last line cancer patients

o  Advance bexmarilimab commercial scale production

·      US Buildup (approximately 5%)

o  Build medical and regulatory capabilities in the US

o  Build IR and US IPO readiness functions

·      Pipeline - other (approximately 8%)

o  Traumakine and Haematokine development

·      Strengthening of financial position

o  Maintaining sufficient cash position to meet any additional requirements
from changes in operational activities, especially clinical trials expansion

 

In addition to the above, Faron is in negotiations with its lender, IPF
Partners ("IPF") on the utilization of the second EUR 5.0 million tranche of
the agreed loan commitment. Advanced discussions are expected to start
immediately upon the closing of the Placing with the current aim to draw the
second tranche during H1 2023. The second tranche would be conditional on,
among other things, Faron receiving FDA approval on the continuation of the
MATINS trial, which is currently expected in late March - April 2023, and
minimum overall funding requirement.

 

Under the terms of the facilities arrangement with IPF, the Company is
required to maintain a minimum cash

balance of EUR 6.0 million while maintaining three months cash runway.

 

 

DETAILS OF THE PROPOSED PLACING AND ISSUE OF EQUITY

 

·      Faron intends to raise approximately EUR 11.0 million by offering
Placing Shares to a limited number of institutional and other investors in the
Placing. The Company has an authorization to offer a maximum of 6,458,270
Placing Shares in the Company.

·      The Company has received non-binding indications for a
substantial amount of the Placing from LLS and Mr. Timo Syrjälä, both
subject to certain customary conditions.

·      The placing is conditional upon raising a minimum of EUR 8.0
million. With the minimum amount, the Placing Shares issued would correspond
to at least approximately 3.4% of all the shares and voting rights in the
Company immediately prior to the Placing.

·      Subject to the Company raising the minimum amount of EUR 8.0
million, the Company will have sufficient funding for its working capital
needs until May 2023. The minimum amount is required to secure that the
Company meets all its financial and operational covenants by 31 January 2023,
as per agreed waivers with IPF.

·      IPF has agreed to waive certain covenants under the terms of the
facilities agreement until completion of the Placing, subject to the Company
raising a minimum of EUR 8.0 million by 31 January 2023, amongst other
conditions. Under the terms of the facilities arrangement with IPF, the
Company is required to maintain a minimum cash balance of EUR 6.0 million
while maintaining three months cash runway.

·      The Placing Shares will be offered by way of an accelerated book
building placement to institutional investors outside of the U.S. in
accordance with Regulation S of the U.S Securities Act and in a private
placement in the U.S. to a limited number of qualified institutional buyers,
or QIBS, pursuant to an exemption from registration under the U.S. Securities
Act.

·      The Company intends to enter into a lock-up undertaking for a
period of 90 days with customary and certain other exemptions, including the
possibility to issue further shares, with the prior written consent of
Carnegie, who has agreed to provide such consent as long as any such further
issue is at least at the prevailing market price, is made to qualifying
long-only investors (in the reasonable opinion of Carnegie) and is within the
existing authorities granted at the Company's Extraordinary General Meeting
held on 7 July 2022 (taking into account the authorities used in connection
with the contemplated Placing). The Company's existing authorities, without
factoring in the authorities used in connection with the proposed Placing,
equate to the conveyance of up to 6,458,270 shares in total.

·      Carnegie acts as sole bookrunner and lead manager.

 

The proposed Placing is being carried out within the authorisation granted to
the Board by shareholders at the Company's Extraordinary General Meeting held
on 7 July 2022 to issue up to a total of 11,000,000 new ordinary shares in the
Company as well as to convey up to the same maximum number (11,000,000) of
treasury shares in the possession of the Company, in a directed share issue
and in deviation from the shareholders' pre-emptive rights. A total of
3,229,930 new ordinary shares have been issued and conveyed by the Company and
up to 600,000 new shares are reserved for share issuances based on the
exercise of warrants pursuant to the funding arrangement entered into by Faron
with IPF Partners, as disclosed on 28 February 2022. In addition, a further
1,311,800 treasury shares have been conveyed by the Company within the
outstanding authority. Therefore pursuant to the outstanding authority, the
Company may issue and further convey up to a maximum of 6,458,270 ordinary
shares, which represents approximately 10.8 per cent of all the issued shares
and votes in the Company immediately prior to the Placing.

 

The Placing, arranged by Carnegie, will be conducted in a private placement
by way of the Bookbuild, which is an accelerated book-building process in
which selected investors may submit bids for the Placing Shares. The Issue
Price is to be determined on the basis of the bids received in the Bookbuild.
The Bookbuild is expected to commence immediately following this announcement
and is expected to end by 9:00 EET a.m. on 27 January 2023 at the latest. The
Bookbuild may be discontinued at any time during the book-building process.
Following the close of the Bookbuild, the Board will make the decision to
issue the relevant number of new Placing Shares to the Company itself and
subsequently convey the Placing Shares to the investors in the Placing,
including deciding upon, as applicable, the acceptance of the received bids,
the number of Placing Shares to be conveyed and the Issue Price. As soon as
practicable after the close of the Bookbuild, receipt of binding commitments
from investors and the Board having resolved on carrying out the Placing, an
announcement will be made on the final outcome of the Bookbuild and, as
applicable, the number of the Placing Shares to be issued to the Company
itself and then conveyed to investors, the Issue Price as well as the expected
registration date of the Placing Shares.

 

In connection with the proposed Placing, the Company has entered into a
placing agreement with Carnegie (the "Placing Agreement"). Pursuant to the
terms of the Placing Agreement, the sole bookrunner has agreed to use its
reasonable endeavours to procure the subscription of Placing Shares. In
addition, the Company has obtained non-binding indications from the LLS TAP
and Mr. Timo Syrjälä, both subject to certain customary conditions.

 

The Placing Agreement contain customary warranties and an indemnity from the
Company in favour of the sole bookrunner. The Placing Agreement also contain
provisions which enable the sole bookrunner to terminate its Placing Agreement
in certain circumstances before the completion of the Bookbuild, the Board's
resolution on carrying out the Placing and the settlement of the Placing
Shares to investors, including where there has been a material breach of any
of the warranties contained in the Placing Agreement or where there is a
material adverse change, e.g., in the business or financial affairs of the
Company. The Company has agreed to pay the sole bookrunner certain commissions
and fees in connection with the Placing. Pursuant to the terms of the Placing
Agreement, the sole bookrunner shall collect payment of the gross Issue Price
from the investors in respect of the Placing Shares allocated in the Placing,
paying such amounts to the Company on behalf of the investors and organizing
the delivery of the Placing Shares to the investors against payment of the
Issue Price in full (DVP).

 

 The Placing is conditional upon, inter alia:

·      the Placing Agreement having become unconditional in all
respects;

·      binding commitments corresponding to gross proceeds of at least
the minimum amount of EUR 8 million being received from investors;

·      the Board resolving to carry out the Placing at the Issue Price
and the Company and sole bookrunner entering into a separate pricing agreement
confirming the Issue Price and the number of the Placing Shares; and

·      the Placing Shares being issued and being registered with the
Finnish Trade Register.

In connection with the Placing, Faron has entered into a lock-up undertaking
for a period of 90 days with customary and certain other exemptions, including
the possibility to issue further shares, with the prior written consent of
Carnegie, who has agreed to provide such consent as long as any such further
issue is at least at the prevailing market price, is made to qualifying
long-only investors (in the reasonable opinion Carnegie) and is within the
existing authorities granted at the Company's Extraordinary General Meeting
held on 7 July 2022 (taking into account the authorities used in connection
with the contemplated Placing). The Company's existing authorities, without
factoring in the authorities used in connection with the proposed Placing,
equate to the conveyvance of up to 6,458,270 shares in total.

Subject to all conditions being met, the Placing Shares are expected to be
entered in the Finnish Trade Register approximately on 27 January 2023.

 

ISSUE OF THE PLACING SHARES AND ADMISSION TO TRADING

 

The Placing Shares are expected to be issued in one tranche to the Company
itself as treasury shares and subsequently conveyed to the investors, and
applications will be made for the admission of the Placing Shares to trading
on First North and AIM with said admissions expected to become effective and
trading to commence on or around 31 January 2023 (the "Admissions"). The dates
above may be subject to change.

 

A further announcement will be made to confirm the outcome of the Placing
(subject to, inter alia, satisfaction of the above conditions) and to
confirm the expected timing of issue of the Placing Shares to the Company
itself and subsequent issuance to investors, and the Admissions.

 

Upon registration with the Finnish Trade Register and further conveyance of
the Placing Shares to investors (DVP), the Placing Shares will rank pari passu
in all respects with the existing shares of the Company.

 

For more information please contact:

 

Investor Contact

Faron Pharmaceuticals

Julia Balanova

VP, Investor Relations

julia.balanova@faron.com (mailto:julia.balanova@faron.com)

investor.relations@faron.com (mailto:investor.relations@faron.com)

Phone: +1 (917) 306-6096

 

Media Contact

Faron Pharmaceuticals

Jennifer Smith-Parker

Head of Communications

Jennifer.Smith-Parker@faron.com (mailto:Jennifer.Smith-Parker@faron.com)

 

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

 

Consilium Strategic Communications

Mary-Jane Elliott, David Daley, Lindsey Neville

faron@consilium-comms.com (mailto:faron@consilium-comms.com)

Phone: +44 (0)20 3709 5700

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR
DISPOSE OF ANY SECURITIES IN FARON PHARMACEUTICALS OY ("FARON") PURSUANT TO
THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT
IS THEREFORE DIRECTED ONLY AT, IN A MEMBER STATE OF THE EUROPEAN ECONOMIC
AREA, PERSONS WHO ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE
EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE
"PROSPECTUS REGULATION"). THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY
AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN FARON OR ANY OTHER ENTITY IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER WOULD BE UNLAWFUL.

 

IN ADDITION, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT IS ONLY DIRECTED AT
PERSONS IN THE UNITED KINGDOM THAT ARE QUALIFIED INVESTORS WITHIN THE MEANING
OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION AS INCORPORATED INTO UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 THAT ARE ALSO (I)
INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER")
AND/OR (II) HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY
BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (E) OF THE ORDER (EACH
SUCH PERSON, TOGETHER WITH QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS
REGULATION, BEING REFERRED TO AS A "RELEVANT PERSON").

 

ACCORDINGLY, THIS ANNOUNCEMENT AND ITS CONTENTS MUST NOT BE ACTED ON OR RELIED
ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE
POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND
TO OBSERVE ANY SUCH RESTRICTIONS.

 

THE PROPOSED TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT WOULD BE MADE
PURSUANT TO A PRIVATE PLACEMENT EXEMPTION UNDER THE PROSPECTUS REGULATION FROM
THE REQUIREMENTS TO PRODUCE A PROSPECTUS UNDER THE PROSPECTUS REGULATION FOR
OFFERS OF SECURITIES. FARON HAS NOT TAKEN ANY ACTION, NOR WILL IT TAKE ANY
ACTION, TO OFFER ANY OF THE PLACING SHARES THAT ARE TO BE SUBSCRIBED FOR
PURSUANT TO THE TRANSACTION REFERRED TO IN THIS ANNOUNCEMENT OR ANY DOCUMENTS
RELATING TO THE PLACING TO THE PUBLIC IN FINLAND, SWEDEN, NORWAY OR DENMARK,
OR IN ANY OTHER JURISDICTION IN ANY FORM WHICH WOULD CONSTITUTE AN OFFER TO
THE PUBLIC.

 

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 PLACING SHARES
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
PLACING SHARES IN THE UNITED STATES OR TO MAKE A PUBLIC OFFERING IN THE UNITED
STATES. ANY SALE OF THE PLACING SHARES 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, investigative precision immunotherapy
with the potential to provide permanent immune stimulation for
difficult-to-treat cancers through targeting myeloid cell function. A novel
anti-Clever-1 humanised antibody, bexmarilimab targets Clever-1 positive
(Common Lymphatic Endothelial and Vascular Endothelial Receptor 1) tumour
associated macrophages (TAMs) in the tumour microenvironment, converting these
highly immunosuppressive M2 macrophages to immune stimulating M1 macrophages.
In mouse models, bexmarilimab has successfully blocked or silenced Clever-1,
activating antigen presentation and promoting interferon gamma secretion by
leukocytes. Additional pre-clinical studies have proven that Clever-1, encoded
by the Stabilin-1 or STAB-1 gene, is a major source of T cell exhaustion and
involved in cancer growth and spread. Observations from clinical studies to
date indicate that Clever-1 has the capacity to control T cell activation
directly, suggesting that the inactivation of Clever-1 as an immune
suppressive molecule could be more broadly applicable and more important than
previously thought. As an immuno-oncology therapy, bexmarilimab has potential
as a single-agent therapy or in combination with other standard treatments
including immune checkpoint molecules in both solid tumors and hematologic
malignancies. Beyond immuno-oncology, it offers potential in infectious
diseases, vaccine development and more.

 

About Faron Pharmaceuticals Ltd.

Faron (AIM: FARN, First North: FARON) is a clinical stage biopharmaceutical
company developing novel treatments for medical conditions with significant
unmet needs caused by dysfunction of our immune system. The Company currently
has a pipeline based on the receptors involved in regulation of immune
response in oncology, organ damage and bone marrow regeneration. Bexmarilimab,
a novel anti-Clever-1 humanized antibody, is its investigative precision
immunotherapy with the potential to provide permanent immune stimulation for
difficult-to-treat cancers through targeting myeloid function. Currently in
Phase I/II clinical development as a potential therapy for patients with solid
tumors and hematologic malignancies, bexmarilimab has potential as a
single-agent therapy or in combination with other standard treatments
including immune checkpoint molecules. Traumakine is an investigational
intravenous (IV) interferon beta-1a therapy for the treatment of acute
respiratory distress syndrome (ARDS) and other ischemic or hyperinflammatory
conditions. Traumakine is currently being evaluated by the 59th Medical Wing
of the US Air Force and the US Department of Defense for the prevention of
multiple organ dysfunction syndrome (MODS) after ischemia-reperfusion injury
caused by a major trauma. Faron is based in Turku, Finland. Further
information is available at www.faron.com (http://www.faron.com) .

 

About The Leukemia & Lymphoma Society and Therapy Acceleration Program®
(TAP)

The Leukemia & Lymphoma Society® (LLS) is a global leader in the fight
against cancer. The LLS mission is to cure leukemia, lymphoma, Hodgkin's
disease and myeloma, and improve the quality of life of patients and their
families.  LLS TAP is a strategic initiative that builds business alliances
and collaborations with biotechnology companies and academic researchers to
identify potential breakthrough therapies with the ability to change the
standard of care. LLS TAP funds late-stage preclinical studies, and proof of
concept or registrational clinical trials to help advance therapeutics along
the drug development and approval pathway. LLS TAP accepts funding
applications on a rolling basis from companies with innovative science that
has a high potential to improve patient lives. To learn more, visit
www.LLS.org/therapy-acceleration-program
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IMPORTANT INFORMATION

 

Market Abuse Regulation

Market soundings, as defined in Regulation (EU) No 596/2014 ("MAR"), were
taken in respect of the proposed Placing with the result that certain persons
became aware of inside information, as permitted by MAR. That inside
information in relation to the Placing is set out in this announcement and has
been disclosed as soon as possible in accordance with paragraph 7 of article
17 of MAR. Therefore, those persons that received inside information in such
market sounding are no longer in possession of inside information relating to
the Company and its securities.

 

This announcement contains inside information for the purposes of Article 7 of
MAR and Article 7 of UK MAR.

 

MiFID II

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of: (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in MiFID II); and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the offer.

 

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 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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