REG - Faron Pharma. Oy - New shares registered with Finnish Trade Register

Faron Pharmaceuticals OyAnnouncement

20/06/2024 13:00

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RNS Number : 2580T  Faron Pharmaceuticals Oy  20 June 2024

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 (mailto: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
(http://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.

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