("Faron" or the "Company")
Inside Information: Faron commences a share offering of preliminarily a maximum of 30,714,592
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
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.
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
Company announcement,
Inside information
Key highlights
- Faron announces an offering of approximately
EUR 30.7 million in total by offering for subscription preliminarily a maximum of 30,714,592 new and/or treasury shares (the "Offer Shares ") at a subscription price ofEUR 1.00 per Offer Share (the "Subscription Price") (the "Offering"). -
The Offering will be conducted as a directed share issue by way of (i) a public offering to private individuals and legal entities in
Finland (the "Public Offering") and (ii) an institutional offering to institutional investors in the European Economic Area and, in accordance with applicable laws, internationally (the "Institutional Offering"). Moreover, there will be (a) a separate open offer to qualifying holders of depositary interests in theUnited Kingdom and elsewhere (the "UK Open Offer"); and (ii) a separate retail offer to retail investors in theUnited Kingdom on the "REX" platform (the "REX Retail Offer"), through which a part of the amount of proceeds sought by the Company in the Offering may be raised. -
The objective of the Offering is to strengthen the Company's cash position so that the Company would have sufficient funding to reach its key milestones for the year 2024, i.e. a significant commercial partnership agreement and to finance the Company's product development costs until the latter half of
March 2025 , that mainly include the production and research costs in respect of the Company's lead program bexmarilimab. If the Company succeeds in completing the Offering of approximatelyEUR 30.7 million , the Company believes it would have sufficient resources to execute its core business and deliver on its key milestones of the year 2024 under the current business plan and in compliance with the financial covenants of the facilities agreement entered into with IPF FUND II SCA, SICAV-FIAR ("IPF") (the "IPF Facilities Agreement") until the latter half ofMarch 2025 . -
The Offering is conditional upon the Company raising at least
EUR 15 million in gross proceeds. The Company has obtained:-
binding subscription commitments in the aggregate amount of approximately
EUR 6.2 million (the "Subscription Commitments"); and -
binding subscription guarantee undertakings whereby the subscription guarantors have undertaken to subscribe for any new shares of the Company not subscribed for in the Offering in an aggregate amount of up to
EUR 8.8 million , as described below (the "Subscription Guarantee Undertakings"). The Subscription Guarantee Undertakings are limited to cover any unsubscribed new shares in the Company up to the minimum gross proceeds of the Offering ofEUR 15 million .
-
binding subscription commitments in the aggregate amount of approximately
-
Based on the binding Subscription Commitments and Subscription Guarantee Undertakings received by the Company, the condition of raising at least
EUR 15 million in gross proceeds has been fulfilled. -
The subscription period for the Offer Shares will commence on
5 June 2024 at10:00 a.m. Finnish time and end on18 June 2024 at4:00 p.m. Finnish time for the Public Offering and on19 June 2024 at9:30 a.m. Finnish time for the Institutional Offering (the "Subscription Period"). - The Subscription Price in the Offering has been determined on market terms, based on feedback received from the market in advance and investors' price indications, and it includes a significant discount to the market price of the Company's shares prior to the announcement of the Offering. No subscription rights will be issued in the Offering, and therefore cannot be subject to public trading. The Offering dilutes current shareholders' ownership share in the Company, unless the current shareholders subscribe for the Offer Shares in the Offering.
- The Offering can be completed even if it is not subscribed in full, in which case the Company's funding would not be sufficient to deliver on the Company's key milestones of the year 2024 in accordance with the current business plan and it would have to adjust and reduce its operations and negotiate changes to its terms of payment or negotiate new amendments to its financial covenants and seek additional funding earlier than currently planned.
Carnegie Investment Bank AB ,Finland Branch ("Carnegie") andPeel Hunt LLP ("Peel Hunt ") are acting as lead managers (the "Lead Managers") and bookrunners for the Offering. Carnegie is not participating in arranging theUK Open Offer or the REX Retail Offer andPeel Hunt is not participating in arranging theUK Open Offer.-
The Company has prepared a Finnish language prospectus, which will be available on the Company's website at www.faron.com/osakeanti and on
Nordnet Bank AB's website at www.nordnet.fi/faron no later than4 June 2024 . An unofficial English language translation of the prospectus will be available on the Company's website at www.faron.com/publicoffer no later than4 June 2024 .
Based on the authorisations granted at the annual general meetings of the Company on
The Offering in brief:
- The Company is offering for subscription preliminarily up to 30,714,592
Offer Shares in the Offering comprising the Public Offering and the Institutional Offering. -
The Subscription Price,
EUR 1.00 per Offer Share, has been determined on market terms, based on feedback received from the market in advance and investors' price indications, and it includes a significant discount to the market price prior to the announcement of the Offering. The Company's Board of Directors has confirmed the Subscription Price based on negotiations between the Company, the Lead Managers, and several potential investors regarding the investors' prerequisites to participate in the Offering in a manner enabling its completion, and the pricing of the Offering, taking into account the Company's financial situation and the uncertainty regarding the continuation of the Company's operations. -
The Subscription Price corresponds to a discount of approximately 58 per cent compared to the closing price of the Company's current share
EUR 2.36 , a discount of approximately 61 per cent compared toEUR 2.57 , i.e. the 30 days volume-weighted average trading price of the Company's share, and a discount of approximately 49 per cent compared toEUR 1.98 , i.e. the 90 days volume-weighted average trading price of the Company's share on the First North marketplace on the trading day immediately preceding the decision on the Offering31 May 2024 . -
In the Public Offering, the Subscription Price shall be paid in euros. In the Institutional Offering, the Subscription Price shall be paid in euros and/or by way of setting off the principal, any accrued interest and any unpaid arrangement fees relating to convertible capital loan instruments issued by the Company to certain investors in
March 2024 (the "Capital Loans"). -
Based on the binding Subscription Commitments and Subscription Guarantee Undertakings received by the Company, the condition of gross proceeds of at least
EUR 15 million has been fulfilled. -
In the Public Offering, the minimum subscription is 750 Offer Shares and the maximum subscription is 99,999
Offer Shares . The minimum subscription in the Institutional Offering is 100,000Offer Shares . Multiple subscriptions by the same investor shall be combined into one single subscription, subject to the aforementioned maximum and minimum subscription amounts. -
In the Public Offering,
Offer Shares are offered for subscription to individuals and legal entities inFinland . Investors whose permanent address or domicile is inFinland and who subscribeOffer Shares inFinland may participate in the Public Offering.
- The Company aims to raise through the Offering a total of approximately
EUR 30.7 million , of which amount, approximatelyEUR 3.7 million will be paid by converting the Company's Capital Loans and related arrangement fees and interests into shares in the Company, gross proceeds of approximatelyEUR 27 million , and net proceeds of approximatelyEUR 23 million . -
If the Company succeeds in completing the Offering of approximately
EUR 30.7 million , the Company believes it would have sufficient resources to execute its core business and deliver on its key milestones for the year 2024 under the current business plan and in compliance with the financial covenants of IPF's Facilities Agreement until the latter half ofMarch 2025 . - The Company will likely complete the Offering even though its targeted amount would not be reached. In such situation, the Company's funding would not be sufficient to deliver on all of the Company's key milestones for the year 2024 in accordance with the current business plan and the Company would have to seek additional funding earlier than currently planned to fulfil its current financing needs and financial covenants included in the IPF Facilities Agreement. The financial scenarios have been described below in more detail (see "Reasons for the Offering and use of proceeds; Scenarios for the outcome of the Offering").
- The structure of the Offering as a directed share issue rather than a rights issue is due to the challenges involved due to the admission of the Company's Shares to trading on AIM and the post-Brexit regulatory environment. The structure and reasons for it have been described in the notice of the Annual General Meeting 2024 when seeking the share issue authorisation for the Board. No subscription rights will be issued in the Offering, and therefore cannot be subject to public trading due to which the current shareholders of the Company cannot receive compensation typical of a rights issue for the sale of subscription rights in the Offering.
- For the Company to be able to strengthen its financial position, secure the continuation of its operations and create preconditions for delivering on its key milestones for the year 2024 described above in accordance with its current business plan, the Board of Directors of the Company considers that there is a weighty financial reason for the Company to deviate from the shareholders' pre-emptive subscription right.
-
The
Offer Shares issued in the Offering (without the Upsize Option) amount to approximately 42.7 per cent of the shares and votes in the Company prior to the Offering and approximately 29.9 per cent of the shares and votes in the Company following the Offering. The number of outstanding shares in the Company may be increased by a maximum of 41,371,666 shares (i.e. to a total maximum of 113,379,163 shares) when the Upsize Option is exercised in full, the Free Shares (as defined below) are issued as a result of the completion of the Offering as well as assuming that all subscription guarantors would decide to receive their subscription guarantee fee in Shares instead of euros. This would result in approximately 36.5 per cent dilution of the total shareholding of current shareholders. -
The lenders of the Capital Loans have agreed, pursuant to the terms of the Capital Loans, to convert principal, any accrued interest and any unpaid arrangement fees relating to Capital Loans in the total aggregate amount of
EUR 3.7 million intoOffer Shares in the Offering, corresponding to approximately 3,714,592Offer Shares and representing approximately 12 per cent of the aggregate number of the Offer Shares (assuming that the Upsize Option is not used). -
The Company has committed to issue investors who participated in the private placement announced on
4 April 2024 new shares primarily through a free issue ("Free Shares"), so that the subscription price of the private placement (EUR 1.50 per share) would be equal to the subscription price of a public offer or other share issue that may have been completed with a lower subscription price (or that it will make a corresponding compensation in another way). As the Subscription Price in the Offering isEUR 1.0 per Offer Share, the Company would issue 1,600,153 Free Shares in total. -
The Board of Directors decides on the procedures to be followed in case of under- or oversubscription and may also decide to not complete the Offering (or the
UK Offering). The Board of Directors of the Company may, in the event of an oversubscription, increase the number ofOffer Shares offered in the Offering by a maximum of 8,000,000Offer Shares . If the Upsize Option is used in full, the number ofOffer Shares offered shall amount up to 38,714,592 shares of the Company in aggregate. In case of oversubscription of the Offering or when the aggregate number of subscriptions for the Offering and theUK Offering exceedEUR 30.7 million , the Board of Directors of the Company may reduce subscriptions. The Board of Directors has the right to reduce large subscriptions relatively more than small subscriptions. In case of oversubscription, the Board of Directors of the Company may prioritise the allocation ofOffer Shares to: (i) first to lenders of the Capital Loans; (ii) secondly to subscribing shareholders of the Company who are registered in the shareholder register of the Company maintained byEuroclear Finland Oy as at6 June 2024 , to whom, based on their ownership as at the date mentioned, a pro rata allocation is intended to be provided, and thereafter to (iii) investors who have committed to subscribe. In any event, valid applications by qualifying holders of DIs will be satisfied in full up to their basic open offer entitlements under theUK Open Offer. -
The Company's Board of Directors will decide, on or about
19 June 2024 (unless the Subscription Period is extended) on the completion of the Offering, on the final number ofOffer Shares to be issued (including on the exercise of the Upsize Option) and on the acceptance of subscriptions made in the Offering in full or in part. The Company's Board of Directors decides on the allocation of the Offer Shares between the Public Offering and the Institutional Offering -
An application will be made for the admission to trading of the Offer Shares on the First North under the current trading code "FARON", and under the trading code "FARN" on AIM. Trading in the Offer Shares is expected to commence on or about
24 June 2024 , unless the Subscription Period (as defined below) is extended and subject to the admission of the Offer Shares to trading on First North and AIM.
Open Offer and REX Retail Offer in brief
- In the separate share offering in the
United Kingdom , the Company may raise up to approximatelyGBP 6.8 million (equated toEUR 8.0 million based on an exchange rate of 1.1714 on31 May 2024 ) through (i) an open offer of up to approximately 5.8 million new shares of the Company (the "UK OpenOffer Shares ") to qualifying holders of depositary interests ("DIs") representing entitlements to shares in the Company in theUnited Kingdom and elsewhere on the relevant record date ("Qualifying DI Holders") at aUK subscription price ofGBP 0.85 per share (the "UK Open Offer") and (ii) an offer of new shares of the Company to retail investors in theUnited Kingdom through intermediaries usingPeel Hunt LLP's Retail Capital Markets Platform at aUK subscription price ofGBP 0.85 per share (the "REX Retail Offer" and together with theUK Open Offer, the "UK Offering"). The total consideration under theUK Offering cannot exceed the GBP equivalent ofEUR 8 million , and excess allocations under theUK Open Offer and allocations under the REX Retail Offer shall be scaled back accordingly to ensure this. The subscription price for shares in theUK Offering is equivalent to theEUR 1.00 Subscription Price of the Offering based on an exchange rate of 1.1714 on31 May 2024 . TheUK Open Offer is governed by separate terms and conditions to be included in a circular published by the Company (the "UK Open Offer Circular") and does not form part of the Offering. The REX Retail Offer is governed by separate terms and conditions to be included in the announcement of the REX Retail Offer and does not form part of the Offering. Further details of theUK Open Offer are set out below under "Details of theUK Open Offer". Further details of the REX Retail Offer will be set out in a separate announcement. -
The issue price of
GBP 0.85 per share (the "UK Issue Price") in theUK Offering corresponds to a discount of approximately 54 per cent compared to the closing price of the Company's ordinary shares ofGBP 1.85 , and a discount of approximately 61 per cent compared toGBP 2.18 , i.e. the 30 days volume-weighted average trading price of the Company's ordinary shares, and a discount of approximately 52 per cent compared toGBP 1.78 , i.e. the 90 days volume-weighted average trading price of the Company's Share on AIM on the trading day immediately preceding the resolution on the Offering31 May 2024 .
Dr.
"Years of hard work and dedication are finally expected to come to life over the next nine months as we seek to complete Phase II of our BEXMAB trial in patients with relapsed or refractory higher-risk myelodysplastic syndrome (r/r MDS), obtain regulatory feedback regarding measures required to obtain regulatory approval in the
Many of you may not know, that r/r MDS is as lethal as pancreatic cancer. We can possibly change this, which would be truly remarkable. For me it also gives great pleasure that we can offer this investment opportunity to the general public with the same terms and discounts as we do to institutional investors. Now everyone can take part and share the excitement of the upcoming year."
"Faron is currently at a very interesting stage. The preliminary results from the Phase II study of our bexmarilimab drug candidate have been excellent and confirmed the previous positive Phase I results. Now, our goal is to bring bexmarilimab to market as quickly as possible, as patients are waiting for such new treatment options. The planned share issue is therefore crucial so that we would have sufficient funding to finance our product development and to sign a significant commercial partnership agreement by the end of 2024."
Background to the Offering and Deviation from the Shareholders' Pre-emptive subscription right
The Company announced on
Due to the admission of the Company's shares to trading on AIM and the number of DIs (representing shares in the Company) held by DI holders in the
The Company has applied for and received a statement from the Market Practice Board of the
Reasons for the Offering and use of proceeds; Scenarios for the outcome of the Offering
The objective of the Offering is to strengthen the Company's cash position so that the Company would have sufficient funding to reach its key milestones for the year 2024, i.e. a significant commercial partnership agreement and to finance its product development costs described below until the latter half of
The Company estimates to use approximately two-thirds of the net proceeds of the Offering towards product development costs included in its key milestones for the year 2024, i.e. the continuation of the BEXMAB Phase II trial, including site and patient enrolment expenses and the drug's CMC (Chemistry, Manufacturing, and Controls) related drug product costs, which result from its preparations for Phase III. The Company will also incur costs from an investigator-initiated study to generate data with anti-PD-1 combinations in solid tumors. The balance of the net proceeds will be used for financing costs and repayments of its existing financing agreements (IPF Facilities Agreement, loan agreement with Business Finland and the Company's lease agreements), general and administrative expenses, working capital and general corporate purposes of the Company. The Company intends to use approximately
The Company will likely complete the Offering even though its targeted amount would not be reached. In such situation, the Company's funding would not be sufficient to deliver on all of the Company's key milestones for the year 2024 in accordance with the current business plan and the Company would have to seek additional funding earlier than currently planned to fulfil its current financing needs and financial covenants included in the IPF Facilities Agreement. The following is an estimate of the sufficiency of the gross proceeds to be received from the Offering (including the
- With the
EUR 15 million gross proceeds, the Company's funding could be sufficient until it receives regulatory feedback from the FDA regarding measures required to obtain regulatory approval in theU.S. The Company would have some more time to obtain further clinical results from the current patients as well as recruit some additional patients. The Company would target and focus primarily on achieving a licensing or partnership agreement as soon as possible. With theEUR 15 million gross proceeds (approximatelyEUR 12 million net proceeds) the Company expects that it is able to comply with its current financial covenants until the end ofSeptember 2024 . If the Company conducts negotiations with the vendors of accounts payable and achieves a favourable outcome, and agrees on changes to the payment schedules, the Company would be able to comply with its current financial covenants until the end of the year 2024.
- If the gross proceeds received from the Offering would be at least
EUR 23 million , the Company would pursue the completion of Phase II of the BEXMAB clinical trial and the Company estimates that it would be able to comply with its current financial covenants until the beginning ofJanuary 2025 . The Company would have the opportunity to devote more time and resources to negotiating and concluding a licensing or partnership agreement before the beginning ofJanuary 2025 .
- If the gross proceeds received from the Offering would be
EUR 27 million , the Company would pursue readiness to proceed to Phase III clinical trial, which would, in the Company's opinion, improve its negotiating position in future partnership negotiations, and the Company estimates that it would be able to comply with its current financial covenants until the latter half ofMarch 2025 . The Company could have sufficient clinical results and time to improve its negotiating position significantly in negotiating and concluding a commercial partnership agreement.
If the Company succeeds in raising more funds through the Offering than the aimed total amount of
Subscription Commitments and Subscription Guarantee Undertakings
Certain current shareholders of the Company and other investors have, each separately, committed to subscribe for
The Subscription Commitments are binding, irrevocable and subject only to the fulfilment of the following conditions: (i) the subscription price per new share of the Company in the Offering shall not exceed
In addition, certain investors (the "Subscription Guarantors") have entered into Subscription Guarantee Undertakings ("Subscription Guarantee Undertakings") with the Company, according to which the Subscription Guarantors have undertaken, subject to certain conditions, to subscribe for any new shares of the Company that may not be subscribed for in the Offering for a maximum amount of
The Subscription Guarantee Undertakings are binding, irrevocable and subject only to the fulfilment of the following conditions: (i) the subscription price per new share of the Company in the Offering shall not exceed
Based on the binding Subscription Commitments and Subscription Guarantee Undertakings received by the Company, the condition of
Placing Agreement
On
The Placing Agreement contains customary terms and conditions, according to which the Lead Managers have the right to terminate the Placing Agreement in certain circumstances and subject to certain conditions. Such circumstances include, but are not limited to, significant adverse changes in the business, financial or other position or operating result of the Company, and certain other changes in, among other things, national or global political or economic conditions. Furthermore, Faron has given customary representations to the Lead Managers in the Placing Agreement regarding, among other things, the business and legal compliance of the Company, the Shares of the Company, and the contents of the Prospectus. In addition, Faron has agreed to indemnify the Lead Managers against certain liabilities in connection with the Offering.
Restriction on the Issue or Transfer of Shares (Lock-up)
The Company has undertaken not to issue new Shares or securities entitling to Shares or rights attached to them without the written consent of the Lead Managers, for a period that falls 90 days from the completion of the Offering, with the exception of the Offer Shares, the Free Shares, the Shares issued to the lenders of the Capital Loans in connection with the conversion of the Capital Loans, the Shares issued under the warrants granted to IPF, and the Shares to be issued in accordance with the terms of the Company's current incentive schemes, as well as certain other customary exceptions. In the event that the Offering will not be completed in the targeted amount of appr.
Publication of the prospectus
The Company has prepared a Finnish language prospectus regarding the Offering (the "Prospectus"), which the
Important Dates for the Offering
- The Subscription period for the Offering commences on
5 June 2024 at10:00 a.m. (Finnish time) -
The allocation preference of the Company's shareholders is determined in the Offering on
6 June 2024 after6:00 p.m. (Finnish time) -
The Subscription period for the Public Offering ends on
18 June 2024 at4:00 p.m. (Finnish time) -
The Subscription period for the Institutional Offering ends on
19 June 2024 at9:30 a.m. (Finnish time) -
Announcement of the results of the Offering on
20 June 2024 (estimate) -
The
Offer Shares are registered in theFinnish Trade Register on20 June 2024 (estimate) -
The
Offer Shares subscribed for in the Offering are recorded in the book-entry accounts of investors on24 June 2024 (estimate) -
Trading in the Offer Shares commences on First North Growth Market Finland and AIM on
24 June 2024 (estimate) -
The
Offer Shares subscribed for in the Institutional Offering are ready for delivery against payment on24 June 2024 (estimate)
Details of the
The Company is proposing to raise up to approximately
Qualifying DI Holders should note that the
Qualifying DI Holders may apply for
3
Entitlements of Qualifying DI Holders will be rounded down to the nearest whole number of
Subject to availability, the Excess Application Facility enables Qualifying DI Holders to apply for
Valid applications by Qualifying DI Holders will be satisfied in full up to their
Application has been made for the
Qualifying DI Holders will receive a credit of
The
Application will be made to the
Qualifying DI Holders should refer to the
Important Dates for the
Record Date for the |
Close of business on |
Announcement of the | 4 June 2024 |
Ex-entitlement Date of the | |
| |
Latest time and date for acceptance of the | |
Announcement of the result of the | |
Admission of the | |
Admission of the | |
Expected date for CREST accounts to be credited in respect of |
Notes
(1) Each of the times and dates set out in the above timetable and mentioned in this document is subject to change by the Company, in which event details of the new times and dates will be notified to the
(2) References to times in this document are to
Publication of the
The terms and conditions of the
Webinars
Faron will be hosting two virtual webinars for investors and analysts on
Questions may be presented during the webinar. To register for the webinar, please visit https://faron.videosync.fi/yritysesittely_2024. Contact the IR team for more information at investor.relations@faron.com.
Related party and PDMR filing
| Before the Offering |
| Following the Offering | ||
Director | Number of ordinary shares held | % of issued shares and voting rights |
Number of | Number of ordinary shares held | % of issued shares and votes |
0 | 0 | 46,075 | 46,075 | 0.04 |
The participation of
Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No. 596/2014 | ||||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a. | ||||||||
2 | Reason for notification |
| ||||||
a. | Position/Status | Member of the Board | ||||||
b. | Initial notification/ Amendment | Initial Notification | ||||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a. | ||||||||
b. | LEI | 7437009H31TO1DC0EB42 | ||||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||||
a. | Description of the financial instrument, type of instrument | Share | ||||||
b. | Nature of the transaction | Subscription of shares | ||||||
c. | Price(s) and volume(s) |
| Average |
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| ||
| Price(s) | Volume(s) |
| |||||
1.00 | 46,075
|
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d. | Aggregated information
- Aggregated Volume
- Price
|
46,075
1.00 | ||||||
e. | Date of the transaction | |||||||
f. | Place of the transaction | Outside of trading venue | ||||||
The terms of the Offering are available at http://www.faron.com/investors/publicoffer
For the purposes of MAR and
announcement on behalf of Faron is
For more information please contact:
ICR Consilium
Phone: +44 (0)20 3709 5700
E-mail: faron@consilium-comms.com
Phone: +44 (0) 207 213 0880
Phone: +44 (0) 20 7418 8900
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) one, upregulating interferon production and priming the immune system to attack tumors and sensitizing cancer cells to standard of care.
About
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 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
In any EEA Member State, other than
In the
This release does not constitute a prospectus as defined in either the Prospectus Regulation or the
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.
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.
https://news.cision.com/faron-pharmaceuticals-oy/r/faron-commences-a-share-offering,c3994633
https://mb.cision.com/Main/19398/3994633/2842423.pdf
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