MOLOGEN AG: US investor signs Share Subscription Facility
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
PRESS RELEASE N 17 / 2017 of 10/24/2017
MOLOGEN AG: US investor signs Share Subscription Facility
- US investor Global Corporate Finance (GCF) committed to acquire up to 10% of MOLOGEN AG
- Potential gross proceeds of approx. EUR 10 million over the upcoming months
- Flexibility due to "Share Subscription Facility": to be drawn down on MOLOGEN's sole discretion
- Company to reach further strategic milestone: Gain renowned and visible US investor
Berlin, 24 October 2017 - The biopharmaceutical company MOLOGEN AG (ISIN DE0006637200, SIN 663720) announced today the signing of a Share Subscription Facility with the US investor Global Corporate Finance (GCF). Accordingly, GCF commits to purchase up to 3,394,725 shares - corresponding to approx. 10% of the share capital of MOLOGEN. The shares will be issued, without subscription rights of existing shareholders, in several tranches from MOLOGEN's authorized share capital pursuant to the articles of association. Thus, GCF could become a new main shareholder of MOLOGEN. Currently, MOLOGEN plans to fully exercise its draw down rights under the Share Subscription Facility and issue the new shares over the upcoming months. Based on the current share prices and provided that all tranches will be exercised, MOLOGEN could raise total gross proceeds of around EUR 10 million. MOLOGEN intends to use these proceeds to finance the Company's operations and, in particular, to further implement the strategy "Next Level" beyond Q1 2018. GCF outlined that they are focused on a long-term investment in MOLOGEN. Nino Scalamandre, Managing Director of GCF: "MOLOGEN AG is making significant progress in its clinical development programs, specifically with lefitolimod and their next-generation technology EnanDIM(R). We look forward to supporting the Company's growth, and with their development of products addressing cancer and severe infectious diseases, a compelling unmet need." "With this agreement we have reached another key milestone in the implementation of our strategy. We are proud that we have gained the trust and support of the renowned and visible US investor GCF. This investment will help us to drive forward our clinical development program with lefitolimod and get more international visibility especially in the US market", said Dr Mariola Soehngen, CEO of MOLOGEN.
"We are pleased to announce the signing of this Share Subscription Facility, which could secure MOLOGEN's funding in the short to mid-term. We are flexible in terms of timing and size of the Draw Downs. Moreover we are still completely free to conduct additional and other financing measures during the term of this agreement. This considerably expands our shareholder base to include international investors and builds a good basis for further activities", said Walter Miller, CFO of MOLOGEN.
The shares are to be issued without subscription rights of existing shareholders and in several tranches from MOLOGEN's authorized share capital pursuant to section 4(3) of the articles of association. Under the terms of the agreement, MOLOGEN has the right (but is under no obligation), to issue, in its sole discretion, several so-called "Draw Down Notices" in an amount of up to EUR 1 million each (depending on certain circumstances) for a period of up to 30 months. For each draw down amount requested by MOLOGEN, GCF shall purchase new shares at a price equal to 95% of the five day VWAP (Volume Weighted Average Price) of the trading platform XETRA following the relevant Draw Down Notice.
Dero Bank AG will be acting as intermediary and will deliver the respective shares to GCF on short notice. This delivery will be bridged through a permanent share loan from a major shareholder of MOLOGEN AG, until the new shares are issued and admitted to trading on the regulated market of the Frankfurt Stock Exchange in Germany. Therefore, this shareholder may be obligated to release respective voting rights notifications in case the voting rights would exceed or fall below certain thresholds.
About Global Corporate Finance (GCF) GCF is a private family office with a focus on micro and mid cap companies in emerging markets providing a global footprint for proprietary partnering resources, expertise, and funding. GCF and its predecessors have made over 200 investments in listed companies in multiple geographies.
MOLOGEN AG MOLOGEN AG is a biopharmaceutical company and considered a pioneer in the field of immunotherapy on account of its unique active agents and technologies. Alongside a focus on immuno-oncology, MOLOGEN AG develops immunotherapies for the treatment of infectious diseases. The immunotherapy lefitolimod (MGN1703) is the company's lead product and is regarded as the best-in-class TLR9 agonist. Treatment with lefitolimod triggers a broad and strong activation of the immune system. In contrast to other TLR9 approaches lefitolimod is exclusively composed of natural DNA and may therefore be less prone to non-specific side effects and exhibits a broad therapeutic window, which allows for both, systemic treatment (i.e. subcutaneous injection) and intra-tumoral administration. On account of this mode of action, lefitolimod (MGN1703) is an immune surveillance reactivator (ISR) and could potentially be used in various indications. The ISR lefitolimod (MGN1703) is currently being developed within the framework of a pivotal study for first-line maintenance therapy for colorectal cancer. The phase II IMPULSE study in small cell lung cancer is showing positive results in two previously defined and clinically relevant patient sub-groups, even though the primary endpoint "Overall Survival" in the overall study population was not met in this very challenging indication. Detailed analyses of IMPULSE data and the recently published TEACH data of the extension phase are currently being conducted. In addition, lefitolimod (MGN1703) is currently being investigated in a phase I combination study with the checkpoint inhibitor ipilimumab (Yervoy(R)) in various cancer indications. Alongside with various checkpoint inhibitors, lefitolimod, which is being investigated as part of a phase III clinical trial currently, is one of the few near-to-market product candidates in the field of immuno-oncology.
MOLOGEN's pipeline focus is on new innovative immunotherapies to treat diseases for which there is a great medical demand in particular.
Important note: This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration or in a transaction not subject to the registration requirements of the Securities Act. There will be no public offer of the securities in the United States of America. Subject to certain exceptions under the Securities Act, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
Contact Claudia Nickolaus Head of Investor Relations & Corporate Communications Tel: +49 - 30 - 84 17 88 - 38 Fax: +49 - 30 - 84 17 88 - 50 firstname.lastname@example.orgDisclaimerCertain statements in this communication contain formulations or terms referring to the future or future developments, as well as negations of such formulations or terms, or similar terminology. These are described as forward-looking statements. In addition, all information in this communication regarding planned or future results of business segments, financial indicators, developments of the financial situation or other financial or statistical data contains such forward-looking statements. The company cautions prospective investors not to rely on such forward-looking statements as certain prognoses of actual future events and developments. The company is neither responsible nor liable for these forward-looking statements. It is not responsible for updating such information, which only represents the state of affairs on the day of publication.
24.10.2017 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.deLanguage: English Company: MOLOGEN AG Fabeckstraße 30 14195 Berlin
Germany Phone: 030 / 841788-0 Fax: 030 / 841788-50 E-mail: email@example.com Internet: www.mologen.com ISIN: DE0006637200 WKN: 663720 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service