Faron
Pharmaceuticals Ltd
("Faron" or the
"Company")
New shares of Faron
registered with the Finnish Trade Register
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
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.
Company announcement, 20 June 2024
at 3pm (EEST) / 1pm (BST) / 8am (EDT)
TURKU,
FINLAND - Faron Pharmaceuticals Ltd
(AIM: FARN, First North: FARON), a clinical-stage biopharmaceutical
company pursuing a CLEVER-1 receptor targeting approach to
reprogramming myeloid cells to activate anti-tumor immunity in
hematological and solid tumor microenvironments, announced earlier
today results of the share offering (the "Offering") and the issuance of a total
of 30,709,056 newly issued treasury shares and new shares in the
Company in the Offering, as well as the issuance of 308,158 new
shares to certain subscription guarantors in the Offering and the
issuance of 1,600,153 new shares to investors who participated in
the private placement announced on 4 April 2024 (together the
"New Shares"), as well as
the registration of the first part of the New Shares, i.e. a total
of 20,727,359 shares to Faron itself without consideration, to be
further conveyed to institutional investors and in the UK
offerings.
Faron announces that also the
remaining 11,890,008 New Shares have now been registered with the
Trade Register maintained by the Patent and Registration Office.
These New Shares are issued to private individuals and legal
entities in Finland in the public offering, to lenders of the
convertible capital loans, and to subscription
guarantors.
Following the completion of the
registrations, the total number of registered shares in Faron is
104,624,864. The New Shares together account for approximately 45.3
per cent of the Company's outstanding shares and votes prior to the
Offering and 31.2 per cent following the Offering.
As previously announced, the New
Shares will be recorded on investors' book-entry accounts on or
about 24 June 2024. The first part of the New Shares has been
registered first as treasury shares of the Company and will be
recorded upon their conveyance on investors' book-entry accounts
(delivery against payment) and, as applicable, settled as
DIs in the UK open offer and the REX retail
offer on or about 24 June 2024. No shares will be held in
treasury.
Applications will be made for the
admission to trading of the New Shares on the Nasdaq First North
Growth Market Finland ("First
North") maintained by Nasdaq Helsinki Ltd ("Nasdaq Helsinki") under the current
trading code "FARON", and on AIM ("AIM"), the market of that name operated
by London Stock Exchange plc under the trading code "FARN". Trading
in the New Shares is expected to commence on or around 10:00 a.m.
EEST / 8:00 a.m. BST on 24 June 2024 subject to the admission of
the New Shares to trading on First North and AIM.
Faron Pharmaceuticals Ltd
For
more information please contact:
ICR Consilium
Mary-Jane Elliott, David Daley, Lindsey
Neville
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Cairn Financial Advisers LLP,
Nomad
Sandy Jamieson, Jo Turner
Phone: +44 (0) 207 213
0880
Peel Hunt LLP, Broker
Christopher Golden, James
Steel
Phone: +44 (0) 20 7418
8900
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
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) state,
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 Offer 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 Offer Shares in the United States or to make a public
offering in the United States. Any sale of the Offer Shares in the
United States will be made solely to a limited number of "qualified
institutional buyers" or accredited investors, each as defined in
Rule 144A in reliance on an exemption from the registration
requirements of the Securities Act.
The distribution of this release 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 or
distribution, directly or indirectly, in or into the United States,
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
aforementioned jurisdiction. This release 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 European Economic Area 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 release
is only being distributed to and is only directed at "qualified
investors" within the meaning of Article 2(e) of the Prospectus
Regulation as it forms part of domestic law in the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018 (the
"UK Prospectus Regulation")
who are (i) investment professionals falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (ii) high net worth
companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as "UK Relevant Persons"). Any investment
activities to which this announcement relates will only be
available to and will only be engaged in with UK Relevant Persons.
Any person who is not a UK Relevant Person should not act or rely
on this release or any of its contents.
This release does not constitute a
prospectus as defined in either the Prospectus Regulation or the UK
Prospectus Regulation and, as such, it does not constitute or form
part of, and should not be construed as, an offer to sell, or a
solicitation or invitation of any offer to buy, acquire or
subscribe for, any securities or an inducement to enter into
investment activity in relation to any securities.
No part of this release, 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.
Carnegie Investment Bank AB, Finland
Branch and Peel Hunt LLP are acting as lead managers (the
"Lead Managers") and
bookrunners for the Offering. The Lead Managers are acting
exclusively for the Company and no one else in connection with the
Offering. They will not regard any other person as their respective
client in relation to the Offering. The Lead Managers will not be
responsible to anyone other than the Company for providing the
duties afforded to their 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 dis-cussed 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 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.